Kaled Awada - 17 Nov 2022 Form 4 Insider Report for TENNECO INC

Reporting relationship: Executive Vice President*
Issuer ticker: N/A
Reported as of: 17 Nov 2022
Net transaction value: -$5,851,600
SEC form: 4
Accepted by SEC: 21 Nov 2022, 15:24:24 UTC
Prior SEC filing: 02 Nov 2022
Next SEC filing: 07 Jul 2023
Source filing: View source filing
Reporting owner signature: /s/ Ashley L. Bancroft, Attorney-in-fact for Kaled Awada

Key filing fact

Kaled Awada filed Form 4 for TENNECO INC on 21 Nov 2022.

Key facts

This page summarizes Kaled Awada's Form 4 filing for TENNECO INC.
7 reported transactions and 4 derivative rows are listed below.
Accepted by SEC: 21 Nov 2022, 15:24.

Change

Previous filing in this sequence was filed on 02 Nov 2022.
Current net transaction value: -$5,851,600.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TEN transaction

Class A Common Stock

Gift

Transaction value: $0
Shares: -10,075
Change %: -21%
Price: $0.000000
Shares after: 37,571
Date: 03 Nov 2022
Ownership: Direct

TEN transaction

Class A Common Stock

Disposed to Issuer

Transaction value: $751,420
Shares: -37,571
Change %: -100%
Price: $20.00
Shares after: 0
Date: 17 Nov 2022
Ownership: Direct
Footnotes: F1

TEN transaction

Class A Common Stock

Disposed to Issuer

Transaction value: $155,980
Shares: -7,799
Change %: -100%
Price: $20.00
Shares after: 0
Date: 17 Nov 2022
Ownership: By 401(k)
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

TEN transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value: $1,489,760
Shares: -74,488
Change %: -100%
Price: $20.00
Shares after: 0
Date: 17 Nov 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 74,488
Exercise price
Footnotes: F2

TEN transaction Derivative

Cash-Settled Restricted Stock Units

Disposed to Issuer

Transaction value: $75,880
Shares: -3,794
Change %: -100%
Price: $20.00
Shares after: 0
Date: 17 Nov 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 3,794
Exercise price
Footnotes: F3

TEN transaction Derivative

Cash-Settled Performance Share Units

Award

Transaction value: $0
Shares: +168,928
Change %
Price: $0.000000
Shares after: 168,928
Date: 17 Nov 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 168,928
Exercise price
Footnotes: F4

TEN transaction Derivative

Cash-Settled Performance Share Units

Disposed to Issuer

Transaction value: $3,378,560
Shares: -168,928
Change %: -100%
Price: $20.00
Shares after: 0
Date: 17 Nov 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 168,928
Exercise price
Footnotes: F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Kaled Awada is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote 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.

Footnote 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).

Footnote 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).

Footnote F4

Pursuant to the Merger Agreement, upon completion of the Merger, the outstanding cash-settled performance share units became vested at target level.

Footnote 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).

SEC remarks

*and Chief Human Resources Officer