Brian J. Kesseler - Feb 1, 2022 Form 4 Insider Report for TENNECO INC (TEN)

Role: Chief Executive Officer, Director
Signature: /s/ Thomas J. Sabatino, Jr., Attorney-in-fact for Brian J. Kesseler
Stock symbol: TEN
Transactions as of: Feb 1, 2022
Transactions value $: -$248,900
Form type: 4
Date filed: 2/3/2022, 06:04 PM
Previous filing: May 18, 2021
Next filing: Feb 7, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TEN	Class A Common Stock	Award	$0	+110K		$0.00	110K	Feb 1, 2022	Direct	F1
transaction	TEN	Class A Common Stock	Options Exercise	$0	+66.7K	+60.37%	$0.00	177K	Feb 2, 2022	Direct	F2
transaction	TEN	Class A Common Stock	Options Exercise	$0	+23.8K	+13.41%	$0.00	201K	Feb 2, 2022	Direct	F3
transaction	TEN	Class A Common Stock	Disposed to Issuer	-$249K	-23.8K	-11.83%	$10.48	177K	Feb 2, 2022	Direct	F3
holding	TEN	Class A Common Stock						222K	Feb 1, 2022	Brian J and Michele M Kesseler Revocable Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TEN	Restricted Stock Units	Award	$0	+330K		$0.00	330K	Feb 1, 2022	Class A Common Stock	330K		Direct	F4, F5
transaction	TEN	Restricted Stock Units	Options Exercise	$0	-66.7K	-33.33%	$0.00	133K	Feb 2, 2022	Class A Common Stock	66.7K		Direct	F5, F6
transaction	TEN	Cash-Settled Restricted Stock Units	Options Exercise	$0	-23.8K	-33.33%	$0.00	47.5K	Feb 2, 2022	Class A Common Stock	23.8K		Direct	F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects stock acquired upon the vesting of performance share units granted to the Reporting Person pursuant to Rule 16b-3.
F2	Reflects stock acquired upon the vesting of restricted stock units granted to the Reporting Person pursuant to Rule 16b-3.
F3	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.
F4	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.
F5	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.
F6	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.