Form Type: 4

SEC EDGAR Link
Accession Number:0001567619-21-009456
Date:2021-05-06
Issuer: TENNECO INC (TEN)
Original Submission Date:

Reporting Person:

ICAHN CARL C
C/O ICAHN ENTERPRISES L.P.
16690 COLLINS AVENUE - PH-1 SUNNY ISLES BEACH, FL 33160

Reporting Person:

ICAHN ENTERPRISES HOLDINGS L.P.
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL 33160

Reporting Person:

ICAHN ENTERPRISES G.P. INC.
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL 33160

Reporting Person:

BECKTON CORP
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL 33160

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2021-05-06 S 801,996 d $11.20 9,557,677 indirect f1,f2,f3,f4,f5
CLASS A COMMON STOCK 2021-05-07 S 1,300,000 d $12.45 8,257,677 indirect f1,f2,f3,f4,f5
CLASS A COMMON STOCK 2021-05-10 S 621,858 d $14.13 7,635,819 indirect f1,f2,f3,f4,f5
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 icahn enterprises holdings l.p. ("icahn enterprises holdings") is the direct beneficial owner of 6,482,014 shares of class a 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.
f2 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.
f3 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 held directly by icahn enterprises holdings. each of the foregoing disclaims his or its beneficial ownership of such shares of class a common stock except to the extent of his or its pecuniary interest therein.
f4 american entertainment properties corp. ("aep") is the direct beneficial owner of 1,153,805 shares of class a common stock. icahn enterprises holdings is the sole stockholder of aep.
f5 by virtue of their relationships to aep, each of icahn enterprises holdings, icahn enterprises gp, beckton and mr. icahn may be deemed to indirectly beneficially own the shares of class a common stock held directly by aep. each of the foregoing disclaims his or its beneficial ownership of such shares of class a common stock except to the extent of his or its pecuniary interest therein.

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