Kevin Baird - 17 Nov 2022 Form 4 Insider Report for TENNECO INC

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
21 Nov 2022, 15:27:34 UTC
Prior SEC filing
05 Aug 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Ashley L. Bancroft, Attorney-in-fact for Kevin Baird

Key filing fact

Kevin Baird filed Form 4 for TENNECO INC on 21 Nov 2022.

Key facts

  • This page summarizes Kevin Baird's Form 4 filing for TENNECO INC.
  • 4 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 21 Nov 2022, 15:27.

Change

  • Previous filing in this sequence was filed on 05 Aug 2022.
  • Current net transaction value: -$12,912,940.

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

Disposed to Issuer

Transaction value
$2,966,360
Shares
-148,318
Change %
-100%
Price
$20.00
Shares after
0
Date
17 Nov 2022
Ownership
Direct
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
$3,139,800
Shares
-156,990
Change %
-100%
Price
$20.00
Shares after
0
Date
17 Nov 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
156,990
Exercise price
Footnotes
F2
TEN transaction Derivative

Cash-Settled Performance Share Units

Award

Transaction value
$0
Shares
+340,339
Change %
Price
$0.000000
Shares after
340,339
Date
17 Nov 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
340,339
Exercise price
Footnotes
F3
TEN transaction Derivative

Cash-Settled Performance Share Units

Disposed to Issuer

Transaction value
$6,806,780
Shares
-340,339
Change %
-100%
Price
$20.00
Shares after
0
Date
17 Nov 2022
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
340,339
Exercise price
Footnotes
F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 4 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

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

Footnote 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).

SEC remarks

*and Chief Operating Officer

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