John W. Wehrenberg Form 3 TENNECO / John W. Wehrenberg ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wehrenberg John W.

(Last) (First) (Middle)

500 NORTH FIELD DRIVE

(Street)

LAKE FOREST IL 60045

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2021

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President*

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	17,840	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Class A Common Stock	1,431	0.00	D
Restricted Stock Units	(2)	(2)	Class A Common Stock	6,166	0.00	D
Restricted Stock Units	(3)	(3)	Class A Common Stock	12,657	0.00	D
Cash-Settled Restricted Stock Units	(4)	(4)	Class A Common Stock	3,320	0.00	D
Cash-Settled Restricted Stock Units	(5)	(5)	Class A Common Stock	39,594	0.00	D

Explanation of Responses:

1. Reflects restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which vested on each of February 5, 2020 and February 5, 2021, and one third of which will vest on February 5, 2022. Each restricted stock unit represents the contingent right to receive one share of Class A Common Stock.

2. Reflects restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which vested on March 4, 2021, and one third of which will vest on each of March 4, 2022 and March 4, 2023. Each restricted stock unit represents the contingent right to receive one share of Class A Common Stock.

3. Reflects restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which will vest on each of February 2, 2022, February 2, 2023 and February 2, 2024. Each restricted stock unit represents the contingent right to receive one share of Class A Common Stock.

4. Reflects cash-settled restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which vested on March 4, 2021, and one third of which will vest on each of March 4, 2022 and March 4, 2023. Each 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.

5. Reflects cash-settled restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one half of which will vest on each of November 5, 2021 and November 5, 2022. Each 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.

Remarks:

*and President Performance Solutions Exhibit List Exhibit 24 - Power of Attorney

	/s/ Thomas J. Sabatino, Jr., Attorney-in-fact for John W. Wehrenberg	05/18/2021
	** 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 5 (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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