Kenneth R Trammell Form 4 TENNECO / KENNETH R TRAMMELL ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TRAMMELL KENNETH R

(Last) (First) (Middle)

500 NORTH FIELD DRIVE

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TENNECO INC [ TEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec. Vice President and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2017		M(1)		12,966	A	$45.42	134,926	D
Common Stock	02/13/2017		S(1)		12,966	D	$66.24(2)	121,960	D
Common Stock	02/13/2017		M(1)		100	A	$29.83	122,060	D
Common Stock	02/13/2017		S(1)		100	D	$67.02	121,960	D
Common Stock	02/13/2017		M(1)		22,396	A	$29.83	144,356	D
Common Stock	02/13/2017		S(1)		22,396	D	$66.26(3)	121,960	D
Common Stock								25,800(4)	D
Common Stock								3,803(5)	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options (Right to Acquire)	$45.42	02/13/2017		M(1)			12,966	(6)	01/18/2018	Common Stock	12,966	(7)	0	D
Employee Stock Options (Right to Acquire)	$29.83	02/13/2017		M(1)			22,496	(8)	01/17/2019	Common Stock	22,496	(7)	0	D

Explanation of Responses:

1. Reflects cashless exercise of stock options which were granted pursuant to Rule 16b-3.

2. The Common Stock sold by the Reporting Person and reported herein were sold at a range of between $66.12 and $66.32 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent.

3. The Common Stock sold by the Reporting Person and reported herein were sold at a range of between $66.11 and $66.46 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent.

4. Reflects restricted stock granted to the Reporting Person pursuant to Rule 16b-3.

5. Reflects shares allocated to, and indirectly held by, the Reporting Person under the Issuer's 401(k) Plan.

6. The stock options exercised by the Reporting Person vested in three equal installments on January 19, 2012, January 19, 2013 and January 19, 2014.

7. Reflects stock options granted pursuant to Rule 16b-3.

8. The stock options exercised by the Reporting Person vested in three equal installments on January 18, 2013, January 18, 2014 and January 18, 2015.

Remarks:

	/s/ James D. Harrington, Attorney-in-fact for Kenneth R. Trammell	02/15/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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