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Form 4 TENNECO INC For: Feb 07 Filed by: Hollar Jason M.

February 9, 2018 4:41 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 *
Hollar Jason M.

(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)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2018
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 10,364 (1) D
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
Restricted Stock Units (2) 02/07/2018 A 7,266 (2) (2) Common Stock 7,266 $ 0 7,266 D
Explanation of Responses:
1. Reflects restricted stock granted to the Reporting Person pursuant to Rule 16b-3.
2. Reflects restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which vest on each of the first three anniversaries of the grant date. Each restricted stock unit represents the contingent right to receive one share of common stock.
/s/ Brandon B. Smith, Attorney-in-fact for Jason M. Hollar 02/09/2018
** 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, Paul D. Novas, Brandon B. Smith and Kenneth R. Trammell 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, Paul D. Novas, Brandon B. Smith and Kenneth
R. Trammell 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, Paul D. Novas, Brandon B. Smith and Kenneth R.
Trammell 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: Jason M. Hollar


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