| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TENNECO INC [ TEN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 04/28/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/28/2021 | S | 18,813 | D | $10.75 | 10,359,843 | I | Please see footnotes(1)(2)(3)(4)(5) | ||
| Class A Common Stock | 04/29/2021 | S | 200 | D | $10.75 | 10,359,643 | I | Please see footnotes(1)(2)(3)(4)(5) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the direct beneficial owner of 7,283,980 shares of Class A Common Stock. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings. Mr. Icahn is the sole stockholder of Beckton. |
| 2. In addition, Mr. Icahn is the indirect holder of approximately 92.2% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings. |
| 3. By virtue of their relationships to Icahn Enterprises Holdings, each of Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock held directly by Icahn Enterprises Holdings. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock except to the extent of his or its pecuniary interest therein. |
| 4. American Entertainment Properties Corp. ("AEP") is the direct beneficial owner of 3,075,663 shares of Class A Common Stock. Icahn Enterprises Holdings is the sole stockholder of AEP. |
| 5. By virtue of their relationships to AEP, each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock held directly by AEP. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock except to the extent of his or its pecuniary interest therein. |
| /S/ Carl C. Icahn | 04/30/2021 | |
| /S/ Icahn Enterprises Holdings L.P., by Icahn Enterprises G.P. Inc., its general partner, /S/ SungHwan Cho, Chief Financial Officer | 04/30/2021 | |
| /S/ Icahn Enterprises G.P. Inc., /S/ SungHwan Cho, Chief Financial Officer | 04/30/2021 | |
| /S/ Beckton Corp., /S/ Irene March, Executive Vice President | 04/30/2021 | |
| ** 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 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
