0001209191-22-058207.txt : 20221121
0001209191-22-058207.hdr.sgml : 20221121
20221121171252
ACCESSION NUMBER: 0001209191-22-058207
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221117
FILED AS OF DATE: 20221121
DATE AS OF CHANGE: 20221121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Usitalo Scott
CENTRAL INDEX KEY: 0001802439
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12387
FILM NUMBER: 221406668
MAIL ADDRESS:
STREET 1: 7450 N. MCCORMICK BLVD.
CITY: SKOKIE
STATE: IL
ZIP: 60076
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TENNECO INC
CENTRAL INDEX KEY: 0001024725
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714]
IRS NUMBER: 760515284
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7450 N. MCCORMICK BLVD.
CITY: SKOKIE
STATE: IL
ZIP: 60076
BUSINESS PHONE: 847-482-5000
MAIL ADDRESS:
STREET 1: 7450 N. MCCORMICK BLVD.
CITY: SKOKIE
STATE: IL
ZIP: 60076
FORMER COMPANY:
FORMER CONFORMED NAME: TENNECO AUTOMOTIVE INC
DATE OF NAME CHANGE: 19991112
FORMER COMPANY:
FORMER CONFORMED NAME: NEW TENNECO INC
DATE OF NAME CHANGE: 19961011
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-11-17
1
0001024725
TENNECO INC
TEN
0001802439
Usitalo Scott
7450 N. MCCORMICK BLVD
SKOKIE
IL
60076
0
1
0
0
Executive Vice President
Class A Common Stock
2022-11-11
5
G
0
E
11457
0.00
D
37931
D
Class A Common Stock
2022-11-17
4
D
0
37931
20.00
D
0
D
Restricted Stock Units
2022-11-17
4
D
0
82718
20.00
D
Class A Common Stock
82718
0
D
Cash-Settled Restricted Stock Units
2022-11-17
4
D
0
3320
20.00
D
Class A Common Stock
3320
0
D
Cash-Settled Performance Share Units
2022-11-17
4
A
0
179212
0.00
A
Class A Common Stock
179212
179212
D
Cash-Settled Performance Share Units
2022-11-17
4
D
0
179212
20.00
D
Class A Common Stock
179212
0
D
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.
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).
Reflects disposition of cash-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 cash-settled restricted stock unit of the Issuer became fully vested and was cancelled in exchange for 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).
Pursuant to the Merger Agreement, upon completion of the Merger, the outstanding cash-settled performance share units became vested at target level.
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).
/s/ Ashley L. Bancroft, Attorney-in-fact for Scott Usitalo
2022-11-21