Brian J Kesseler Form 4 TENNECO / Brian J Kesseler 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^*

Kesseler Brian J

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2022

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
Class A Common Stock	02/01/2022		A(1)		110,429	A	$0.00	110,429	D
Class A Common Stock	02/02/2022		M(2)		66,666	A	$0.00	177,095	D
Class A Common Stock	02/02/2022		M(3)		23,750	A	$0.00	200,845	D
Class A Common Stock	02/02/2022		D(3)		23,750	D	$10.48	177,095	D
Class A Common Stock								221,672	I	Brian J and Michele M Kesseler Revocable Trust

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
Restricted Stock Units	(4)	02/01/2022		A		329,670		(4)	(4)	Class A Common Stock	329,670	$0.00	329,670(5)	D
Restricted Stock Units	(6)	02/02/2022		M			66,666	(6)	(6)	Class A Common Stock	66,666	$0.00	133,332(5)	D
Cash-Settled Restricted Stock Units	(3)	02/02/2022		M			23,750	(3)	(3)	Class A Common Stock	23,750	$0.00	47,500(5)	D

Explanation of Responses:

1. Reflects stock acquired upon the vesting of performance share units granted to the Reporting Person pursuant to Rule 16b-3.

2. Reflects stock acquired upon the vesting of restricted stock units granted to the Reporting Person pursuant to Rule 16b-3.

3. Reflects vesting of cash-settled restricted stock units granted to the Reporting Person pursuant to Rule 16b-3. Each cash-settled restricted stock unit represents the contingent right to receive the fair market value of one share of Class A Common Stock on the vesting date. Vesting of cash-settled restricted stock units is reported as a deemed acquisition and disposition of the number of shares of Class A Common Stock underlying the vested restricted stock units.

4. Reflects restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which vest on each of the first three anniversaries of the grant date. Each restricted stock unit represents the contingent right to receive one share of Class A Common Stock.

5. After giving effect to the transactions reported in this Report, the Reporting Person holds an aggregate 593,234 restricted stock units and 382,962 cash-settled restricted stock units, which reflects a de minimis error in the previously reported cash-settled restricted stock units.

6. Reflects vesting of restricted stock units granted to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. Each restricted stock unit converts into one share of Class A Common Stock.

Remarks:

	/s/ Thomas J. Sabatino, Jr., Attorney-in-fact for Brian J. Kesseler	02/03/2022
	** 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).
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