Roy V Armes - 17 Nov 2022 Form 4 Insider Report for TENNECO INC

Role: Director
Signature: /s/ Ashley L. Bancroft, Attorney-in-fact for Roy V. Armes
Issuer symbol: N/A
Transactions as of: 17 Nov 2022
Net transactions value: -$519,200
Form type: 4
Filing time: 21 Nov 2022, 15:19:37 UTC
Previous filing: 02 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	Gift	$0	-18,548	-42%	$0.000000	25,960	15 Nov 2022	Direct
transaction	TEN	Class A Common Stock	Disposed to Issuer	$519,200	-25,960	-100%	$20.00	0	17 Nov 2022	Direct	F1

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

Roy V Armes is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Reflects disposition upon completion of the merger (the "Merger") of Pegasus Merger Co. ("Merger Sub"), a wholly owned subsidiary of Pegasus Holdings III, LLC ("Parent"), with and into the Issuer, effective November 17, 2022. Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2022, by and among the Issuer, Parent and Merger Sub, upon completion of the Merger, each outstanding share of the Issuer's Class A Common Stock was converted into the right to receive $20.00 per share in cash.

Content

Reflects disposition upon completion of the merger (the "Merger") of Pegasus Merger Co. ("Merger Sub"), a wholly owned subsidiary of Pegasus Holdings III, LLC ("Parent"), with and into the Issuer, effective November 17, 2022. Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2022, by and among the Issuer, Parent and Merger Sub, upon completion of the Merger, each outstanding share of the Issuer's Class A Common Stock was converted into the right to receive $20.00 per share in cash.