Kevin Baird - Nov 17, 2022 Form 4 Insider Report for TENNECO INC (TEN)

Role
Executive Vice President*
Signature
/s/ Ashley L. Bancroft, Attorney-in-fact for Kevin Baird
Stock symbol
TEN
Transactions as of
Nov 17, 2022
Transactions value $
-$12,912,940
Form type
4
Date filed
11/21/2022, 03:27 PM
Previous filing
Aug 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TEN Class A Common Stock Disposed to Issuer -$2.97M -148K -100% $20.00 0 Nov 17, 2022 Direct F1

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 Disposed to Issuer -$3.14M -157K -100% $20.00 0 Nov 17, 2022 Class A Common Stock 157K Direct F2
transaction TEN Cash-Settled Performance Share Units Award $0 +340K $0.00 340K Nov 17, 2022 Class A Common Stock 340K Direct F3
transaction TEN Cash-Settled Performance Share Units Disposed to Issuer -$6.81M -340K -100% $20.00 0 Nov 17, 2022 Class A Common Stock 340K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kevin Baird 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 (the "Merger Agreement"), 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 (the "Merger Consideration") in cash.
F2 Reflects disposition of share-settled restricted stock units granted to the Reporting Person pursuant to Rule 16b-3. Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding share-settled restricted stock unit of the Issuer became fully vested and was converted into the right to receive in cash an amount equal to the Merger Consideration multiplied by the number of shares underlying the award (subject to any applicable tax withholding).
F3 Pursuant to the Merger Agreement, upon completion of the Merger, the outstanding cash-settled performance share units became vested at target level.
F4 Pursuant to the Merger Agreement, upon completion of the Merger, the outstanding cash-settled performance share units were cancelled in exchange for the right to receive an amount in cash equal to the Merger Consideration multiplied by the number of shares underlying the award (subject to any applicable tax withholding).

Remarks:

*and Chief Operating Officer