Brian J. Kesseler - 17 Nov 2022 Form 4 Insider Report for TENNECO INC

Role
Chief Executive Officer, Director
Signature
/s/ Ashley L. Bancroft, Attorney-in-fact for Brian J. Kesseler
Issuer symbol
N/A
Transactions as of
17 Nov 2022
Net transactions value
-$50,919,000
Form type
4
Filing time
21 Nov 2022, 15:42:35 UTC
Previous filing
08 Mar 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 -50,303 -21% $0.000000 186,692 02 Nov 2022 Direct
transaction TEN Class A Common Stock Disposed to Issuer $3,733,840 -186,692 -100% $20.00 0 17 Nov 2022 Direct F1
transaction TEN Class A Common Stock Disposed to Issuer $4,433,440 -221,672 -100% $20.00 0 17 Nov 2022 Brian J and Michele M Kesseler Revocable Trust 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 $10,316,960 -515,848 -100% $20.00 0 17 Nov 2022 Class A Common Stock 515,848 Direct F2
transaction TEN Cash-Settled Restricted Stock Units Disposed to Issuer $7,090,140 -354,507 -100% $20.00 0 17 Nov 2022 Class A Common Stock 354,507 Direct F3
transaction TEN Cash-Settled Performance Share Units Award $0 +1,267,231 $0.000000 1,267,231 17 Nov 2022 Class A Common Stock 1,267,231 Direct F4
transaction TEN Cash-Settled Performance Share Units Disposed to Issuer $25,344,620 -1,267,231 -100% $20.00 0 17 Nov 2022 Class A Common Stock 1,267,231 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Brian J. Kesseler 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 Reflects disposition of cash-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 cash-settled restricted stock unit of the Issuer became fully vested and was cancelled in exchange for 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).
F4 Pursuant to the Merger Agreement, upon completion of the Merger, the outstanding cash-settled performance share units became vested at target level.
F5 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).