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Form 4 TENNECO INC For: Feb 03 Filed by: TRAMMELL KENNETH R

February 6, 2018 3:21 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
TRAMMELL KENNETH R

(Last) (First) (Middle)
500 NORTH FIELD DRIVE

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TENNECO INC [ TEN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. Vice President and CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/03/2018 J (1) 6,869 A $ 0 128,829 D
Common Stock 02/03/2018 J (1) 6,869 D $ 0 18,931 (2) D
Common Stock 02/04/2018 J (1) 5,221 A $ 0 134,050 D
Common Stock 02/04/2018 J (1) 5,221 D $ 0 13,710 (2) D
Common Stock 3,865 (3) I By 401(k)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Explanation of Responses:
1. Reflects vesting of restricted stock granted to the Reporting Person pursuant to Rule 16b-3, which is now being reported as non-restricted stock.
2. Reflects restricted stock granted to the Reporting Person pursuant to Rule 16b-3.
3. Reflects shares allocated to, and indirectly held by, the Reporting Person under the Issuer's 401(k) Plan.
/s/ Brandon B. Smith, Attorney-in-fact for Kenneth R. Trammell 02/06/2018
** 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 Number.
POWER OF ATTORNEY
AND
CONFIRMING STATEMENT

KNOW ALL PERSONS BY THESE PRESENTS, that I hereby designate, appoint, and
constitute, and hereby confirm the designation, appointment and constitution of,
each of Maja Fabula, Jason M. Hollar, Paul D. Novas and Brandon B. Smith as my
true and lawful attorney-in-fact and agent, with full power of substitution, for
me and in my name, place and stead, in any and all capacities, to execute and
file on my behalf all Forms 3, 4 and 5 (including any amendments thereto) that I
may be required to file with the U.S. Securities and Exchange Commission (the
"SEC") and any stock exchange as a result of my direct or indirect ownership of,
or transactions in, securities of Tenneco Inc. or its subsidiary companies.  I
hereby further grant unto each said attorney-in-fact and agent all full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, fully to all intents and
purposes as I might or could do in person, hereby ratifying and confirming all
that each said attorney-in-fact and agent or my substitute or substitutes may
lawfully do or cause to be done by virtue of the power and authority granted
hereunder to each attorney-in-fact including, without limitation, the full power
and authority to apply for, change or otherwise access any codes or other
authorizations necessary to make the filings with the SEC.  The authority of
Maja Fabula, Jason M. Hollar, Paul D. Novas and Brandon B. Smith under this
Power of Attorney and Confirming Statement shall continue until I am no longer
required to file Forms 3, 4 and 5 with regard to my direct or indirect ownership
of or transactions in securities of Tenneco Inc. or its subsidiary companies.

I hereby acknowledge Maja Fabula, Jason M. Hollar, Paul D. Novas and Brandon B.
Smith are not assuming any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934, as amended.


Date:     November 30, 2017

Signed: Kenneth R. Trammell


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SEC Filings