Dennis J. Letham - Nov 17, 2022 Form 4 Insider Report for TENNECO INC (TEN)

Role: Director
Signature: /s/ Ashley L. Bancroft, Attorney-in-fact for Dennis J. Letham
Stock symbol: TEN
Transactions as of: Nov 17, 2022
Transactions value $: -$1,909,860
Form type: 4
Date filed: 11/21/2022, 03:49 PM
Previous filing: May 27, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TEN	Class A Common Stock	Gift	$0	-22.2K	-18.87%	$0.00	95.5K	Nov 10, 2022	Direct
transaction	TEN	Class A Common Stock	Disposed to Issuer	-$1.91M	-95.5K	-100%	$20.00	0	Nov 17, 2022	Direct	F1

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

Dennis J. Letham 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.