Statement of Changes in Beneficial Ownership (4)
November 21 2022 - 4:28PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Baird Kevin |
2. Issuer Name and Ticker or Trading Symbol
TENNECO INC
[
TEN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Vice President* |
(Last)
(First)
(Middle)
7450 N. MCCORMICK BLVD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/17/2022 |
(Street)
SKOKIE, IL 60076
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 11/17/2022 | | D(1) | | 148318 | D | $20.00 (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (2) | 11/17/2022 | | D | | | 156990 | (2) | (2) | Class A Common Stock | 156990 | $20.00 | 0 | D | |
Cash-Settled Performance Share Units | (3) | 11/17/2022 | | A | | 340339 | | (3) | (3) | Class A Common Stock | 340339 | $0.00 | 340339 | D | |
Cash-Settled Performance Share Units | (4) | 11/17/2022 | | D | | | 340339 | (4) | (4) | Class A Common Stock | 340339 | $20.00 | 0 | D | |
Explanation of Responses: |
(1) | 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. |
(2) | 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). |
(3) | Pursuant to the Merger Agreement, upon completion of the Merger, the outstanding cash-settled performance share units became vested at target level. |
(4) | 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: *and Chief Operating Officer |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Baird Kevin 7450 N. MCCORMICK BLVD SKOKIE, IL 60076 |
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| Executive Vice President* |
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Signatures
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/s/ Ashley L. Bancroft, Attorney-in-fact for Kevin Baird | | 11/21/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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