Nathan P. Bowen - 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: -$803,200
SEC form: 4
Accepted by SEC: 21 Nov 2022, 15:30:55 UTC
Prior SEC filing: 06 Sep 2022
Source filing: View source filing
Reporting owner signature: /s/ Ashley L. Bancroft, Attorney-in-fact for Nathan P. Bowen

Key filing fact

Nathan P. Bowen filed Form 4 for TENNECO INC on 21 Nov 2022.

Key facts

This page summarizes Nathan P. Bowen's Form 4 filing for TENNECO INC.
4 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 21 Nov 2022, 15:30.

Change

Previous filing in this sequence was filed on 06 Sep 2022.
Current net transaction value: -$803,200.

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: $31,860
Shares: -1,593
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: $279,620
Shares: -13,981
Change %: -100%
Price: $20.00
Shares after: 0
Date: 17 Nov 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 13,981
Exercise price
Footnotes: F2

TEN transaction Derivative

Cash-Settled Performance Share Units

Award

Transaction value: $0
Shares: +24,586
Change %
Price: $0.000000
Shares after: 24,586
Date: 17 Nov 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 24,586
Exercise price
Footnotes: F3

TEN transaction Derivative

Cash-Settled Performance Share Units

Disposed to Issuer

Transaction value: $491,720
Shares: -24,586
Change %: -100%
Price: $20.00
Shares after: 0
Date: 17 Nov 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 24,586
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

Nathan P. Bowen 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 President Clean Air