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Form 3 TENNECO INC For: May 14 Filed by: Wehrenberg John W.

May 18, 2021 4:48 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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 *
Wehrenberg John W.

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

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2021
3. Issuer Name and Ticker or Trading Symbol
TENNECO INC [ TEN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President*
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 17,840
D
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (1) Class A Common Stock 1,431 0 D  
Restricted Stock Units   (2)   (2) Class A Common Stock 6,166 0 D  
Restricted Stock Units   (3)   (3) Class A Common Stock 12,657 0 D  
Cash-Settled Restricted Stock Units   (4)   (4) Class A Common Stock 3,320 0 D  
Cash-Settled Restricted Stock Units   (5)   (5) Class A Common Stock 39,594 0 D  
Explanation of Responses:
1. Reflects restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which vested on each of February 5, 2020 and February 5, 2021, and one third of which will vest on February 5, 2022. Each restricted stock unit represents the contingent right to receive one share of Class A Common Stock.
2. Reflects restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which vested on March 4, 2021, and one third of which will vest on each of March 4, 2022 and March 4, 2023. Each restricted stock unit represents the contingent right to receive one share of Class A Common Stock.
3. Reflects restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which will vest on each of February 2, 2022, February 2, 2023 and February 2, 2024. Each restricted stock unit represents the contingent right to receive one share of Class A Common Stock.
4. Reflects cash-settled restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which vested on March 4, 2021, and one third of which will vest on each of March 4, 2022 and March 4, 2023. Each restricted stock unit represents the contingent right to receive the fair market value of one share of Class A Common Stock on the vesting date.
5. Reflects cash-settled restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one half of which will vest on each of November 5, 2021 and November 5, 2022. Each restricted stock unit represents the contingent right to receive the fair market value of one share of Class A Common Stock on the vesting date.
Remarks:
*and President Performance Solutions
Exhibit List
Exhibit 24 - Power of Attorney
/s/ Thomas J. Sabatino, Jr., Attorney-in-fact for John W. Wehrenberg 05/18/2021
** 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.
EX-24
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 Ashley L. Bancroft, Maja Fabula, Kevin L. Freeman, Paul D. Novas
and Thomas J. Sabatino, Jr. 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 Ashley L. Bancroft, Maja Fabula, Kevin L.
Freeman, Paul D. Novas and Thomas J. Sabatino, Jr. 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 Ashley L. Bancroft, Maja Fabula, Kevin L. Freeman,
Paul D. Novas and Thomas J. Sabatino, Jr. are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended.

Date:    April 15, 2021

Signed:  /s/ John W. Wehrenberg




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