Brian J. Kesseler - 01 Feb 2022 Form 4 Insider Report for TENNECO INC

Role: Chief Executive Officer, Director
Signature: /s/ Thomas J. Sabatino, Jr., Attorney-in-fact for Brian J. Kesseler
Issuer symbol: N/A
Transactions as of: 01 Feb 2022
Net transactions value: -$248,900
Form type: 4
Filing time: 03 Feb 2022, 18:04:00 UTC
Previous filing: 18 May 2021
Next filing: 07 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TEN	Class A Common Stock	Award	$0	+110,429		$0.000000	110,429	01 Feb 2022	Direct	F1
transaction	TEN	Class A Common Stock	Options Exercise	$0	+66,666	+60%	$0.000000	177,095	02 Feb 2022	Direct	F2
transaction	TEN	Class A Common Stock	Options Exercise	$0	+23,750	+13%	$0.000000	200,845	02 Feb 2022	Direct	F3
transaction	TEN	Class A Common Stock	Disposed to Issuer	$248,900	-23,750	-12%	$10.48	177,095	02 Feb 2022	Direct	F3
holding	TEN	Class A Common Stock						221,672	01 Feb 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	+329,670		$0.000000	329,670	01 Feb 2022	Class A Common Stock	329,670		Direct	F4, F5
transaction	TEN	Restricted Stock Units	Options Exercise	$0	-66,666	-33%	$0.000000	133,332	02 Feb 2022	Class A Common Stock	66,666		Direct	F5, F6
transaction	TEN	Cash-Settled Restricted Stock Units	Options Exercise	$0	-23,750	-33%	$0.000000	47,500	02 Feb 2022	Class A Common Stock	23,750		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.