Brian J. Kesseler - 04 Mar 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: 04 Mar 2022
Net transactions value: -$870,716
Form type: 4
Filing time: 08 Mar 2022, 15:26:27 UTC
Previous filing: 07 Feb 2022
Next filing: 21 Nov 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	Options Exercise	$0	+52,846	+26%	$0.000000	254,481	04 Mar 2022	Direct	F1
transaction	TEN	Class A Common Stock	Tax liability	$329,786	-17,486	-6.9%	$18.86	236,995	04 Mar 2022	Direct	F2
transaction	TEN	Class A Common Stock	Options Exercise	$0	+28,455	+12%	$0.000000	265,450	04 Mar 2022	Direct	F3
transaction	TEN	Class A Common Stock	Disposed to Issuer	$540,930	-28,455	-11%	$19.01	236,995	04 Mar 2022	Direct	F3
holding	TEN	Class A Common Stock						221,672	04 Mar 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	Options Exercise	$0	-52,846	-50%	$0.000000	52,846	04 Mar 2022	Class A Common Stock	52,846		Direct	F4, F5
transaction	TEN	Cash-Settled Restricted Stock Units	Options Exercise	$0	-28,455	-50%	$0.000000	28,455	04 Mar 2022	Class A Common Stock	28,455		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 restricted stock units granted to the Reporting Person pursuant to Rule 16b-3.
F2	Reflects disposition of shares to the Issuer in the form of share withholding to satisfy tax obligations in connection with the vesting of restricted stock units.
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 vesting of restricted stock units granted to the Reporting Person pursuant to Rule 16b-3. Each restricted stock unit converts into one share of Class A Common Stock.
F5	After giving effect to the transactions reported in this Report, the Reporting Person holds an aggregate 515,848 restricted stock units and 354,507 cash-settled restricted stock units.