SEC FORM 3

SEC Form 3

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^*

ICAHN CARL C

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES HOLDING LLC

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2020

3. Issuer Name and Ticker or Trading Symbol
TENNECO INC [ TEN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	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)

	Form filed by One Reporting Person
X	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	5,651,177	I	Please see footnotes⁽¹⁾⁽²⁾⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B Common Stock	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common A Common Stock⁽⁶⁾⁽⁷⁾	20,718,006⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	I	Please see footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁶⁾⁽⁷⁾
Class B Common Stock	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common A Common Stock⁽⁶⁾⁽⁷⁾	3,075,663⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	I	Please see footnotes⁽¹⁾⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES HOLDING LLC

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK

10153

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ICAHN ENTERPRISES HOLDINGS L.P.

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Form filed by More than One Re

1. Name and Address of Reporting Person^*

ICAHN ENTERPRISES G.P. INC.

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Form filed by More than One Re

1. Name and Address of Reporting Person^*

BECKTON CORP

(Last)

(First)

(Middle)

445 HAMILTON AVENUE

SUITE 1210

(Street)

WHITE PLAINS

10601

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Form filed by More than One Re

Explanation of Responses:

1. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the direct beneficial owner of (i) 5,651,177 shares of Class A Common Stock and (ii) 20,718,006 shares of Class B Common Stock. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings. Mr. Icahn is the sole stockholder of Beckton.

2. In addition, Mr. Icahn is the indirect holder of approximately 92.2% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.

3. By virtue of their relationships to Icahn Enterprises Holdings, each of Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock and Class B Common Stock held directly by Icahn Enterprises Holdings. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock and Class B Common Stock except to the extent of his or its pecuniary interest therein.

4. American Entertainment Properties Corp. ("AEP") is the direct beneficial owner of 3,075,663 shares of Class B Common Stock. Icahn Enterprises Holdings is the sole member of Icahn Building LLC ("Building"), which is the sole stockholder of AEP.

5. By virtue of their relationships to AEP, each of Building, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class B Common Stock held directly by AEP. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class B Common Stock except to the extent of his or its pecuniary interest therein.

6. The Class B Common Stock is convertible into an equal number of shares of Class A Common Stock and has no expiration date. Pursuant to the terms of a Shareholders Agreement, dated October 1, 2018, among the issuer, AEP, Icahn Enterprises Holdings and Icahn Enterprises, if the separation of the issuer into two separate businesses and distribution of the equity interests in one such business to the issuer's stockholders (the "Spin-Off") has not occurred by April 1, 2020, Icahn Enterprises and its affiliates may convert their shares of Class B Common Stock into Class A Common Stock to the extent such conversion would not result in Icahn Enterprises and its affiliates owning, in the aggregate, more than 15% of the Class A Common Stock issued and outstanding immediately following such conversion.

7. As the Spin-Off has not yet occurred, as of February 1, 2020, Icahn Enterprises and its affiliates have the right to acquire, within 60 days, shares of Class A Common Stock upon the conversion of Class B Common Stock, up to a number of shares of Class A Common Stock such that Icahn Enterprises and its affiliates will own no more than 15% of the Class A Common Stock issued and outstanding immediately following such conversion.

Remarks:

This Form 3 is being filed solely to report the deemed beneficial ownership (pursuant to Rule 13d-3(d)(1)(i) under the of the Securities Exchange Act of 1934, as amended) by the filing persons of certain shares of Class A Common that may be acquired by the filing persons within 60 days upon the conversion of Class B Common Stock, and not as a result of any acquisition of shares of Class A Common Stock or Class B Common Stock by the filing persons.

	CARL C. ICAHN /s/ Carl C. Icahn	02/03/2020
	ICAHN ENTERPRISES HOLDINGS L.P., by Icahn Enterprises G.P. Inc., its general partner, /s/ SungHwan Cho, Chief Financial Officer	02/03/2020
	ICAHN ENTERPRISES G.P. INC., /s/ SungHwan Cho, Chief Financial Officer	02/03/2020
	BECKTON CORP., /s/ Edward E. Mattner, Authorized Signatory	02/03/2020
	** 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 5 (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).
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