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Form 3 TENNECO INC For: Oct 01 Filed by: COZZA KEITH

October 3, 2018 4:15 PM
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 *
COZZA KEITH

(Last) (First) (Middle)
C/O ICAHN ENTERPRISES, L.P.
767 FIFTH AVENUE, SUITE 4700

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2018
3. Issuer Name and Ticker or Trading Symbol
TENNECO INC [ TEN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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 0
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
Explanation of Responses:
/s/ Brandon B. Smith, Attorney-in-fact for Keith Cozza 10/03/2018
** 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.
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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, Kevin L. Freeman, Jason M. Hollar, Paul D. Novas, Audrey A.
Smith 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, Kevin L. Freeman, Jason M. Hollar,
Paul D. Novas, Audrey A. Smith 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, Kevin L. Freeman, Jason M. Hollar, Paul D.
Novas, Audrey A. Smith 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:     September 17, 2018

Signed:  /s/ Keith Cozza



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