Thomas J. Sabatino Jr - Nov 17, 2022 Form 4 Insider Report for TENNECO INC (TEN)

Role: Executive Vice President*
Signature: /s/ Ashley L. Bancroft, Attorney-in-fact for Thomas J. Sabatino, Jr.
Stock symbol: TEN
Transactions as of: Nov 17, 2022
Transactions value $: -$5,987,780
Form type: 4
Date filed: 11/21/2022, 04:04 PM
Previous filing: Feb 16, 2022
Next filing: Jun 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TEN	Class A Common Stock	Disposed to Issuer	-$315K	-15.7K	-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	-$2.02M	-101K	-100%	$20.00	0	Nov 17, 2022	Class A Common Stock	101K		Direct	F2
transaction	TEN	Cash-Settled Performance Share Units	Award	$0	+183K		$0.00	183K	Nov 17, 2022	Class A Common Stock	183K		Direct	F3
transaction	TEN	Cash-Settled Performance Share Units	Disposed to Issuer	-$3.66M	-183K	-100%	$20.00	0	Nov 17, 2022	Class A Common Stock	183K		Direct	F4

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

Thomas J. Sabatino Jr 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:

*General Counsel