Schedule 13D/A

Filed by: ICAHN CARL C
Total Shares: 7,635,819
Subject Company: Tenneco Inc. - View Complete Ownership History Backtest
Filed as of Date: 05/10/2021
Event Date: 05/10/2021
Overall % Ownership: 9.32
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
0.0 3.0369 46.1316 -11.4967 5.423 61.0268 26 -30.2242 194

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
American Entertainment Properties Corp 1,153,805 0 1,153,805 0 1,153,805 1.41%
Icahn Enterprises Holdings LP 6,482,014 1,153,805 6,482,014 1,153,805 7,635,819 9.32%
Icahn Enterprises GP Inc 0 7,635,819 0 7,635,819 7,635,819 9.32%
Beckton Corp 0 7,635,819 0 7,635,819 7,635,819 9.32%
Carl C Icahn 0 7,635,819 0 7,635,819 7,635,819 9.32%
View Original Filing on Edgar's

Raw Filing Contents

0000921669-21-000093.txt : 20210510
0000921669-21-000093.hdr.sgml : 20210510
20210510164632
ACCESSION NUMBER:		0000921669-21-000093
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20210510
DATE AS OF CHANGE:		20210510

SUBJECT COMPANY:	

	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

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-49743
		FILM NUMBER:		21907967

	BUSINESS ADDRESS:	
		STREET 1:		500 NORTH FIELD DRIVE
		CITY:			LAKE FOREST
		STATE:			IL
		ZIP:			60045
		BUSINESS PHONE:		847-482-5000

	MAIL ADDRESS:	
		STREET 1:		500 N FIELD DR
		STREET 2:		ROOM T 2560B
		CITY:			LAKE FOREST
		STATE:			IL
		ZIP:			60045

	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

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ICAHN CARL C
		CENTRAL INDEX KEY:			0000921669
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		C/O ICAHN ENTERPRISES L.P.
		STREET 2:		16690 COLLINS AVE., PH-1
		CITY:			SUNNY ISLES BEACH
		STATE:			FL
		ZIP:			33160
		BUSINESS PHONE:		305-422-4145

	MAIL ADDRESS:	
		STREET 1:		C/O ICAHN ENTERPRISES L.P.
		STREET 2:		16690 COLLINS AVE., PH-1
		CITY:			SUNNY ISLES BEACH
		STATE:			FL
		ZIP:			33160

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ICAHN CARL C ET AL
		DATE OF NAME CHANGE:	19950612
SC 13D/A 1 tensch13da05102021.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 35)*
 
Tenneco Inc.
(Name of Issuer)
 
Class A Voting Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
880349105
(CUSIP Number)
 
Jesse A. Lynn, Esq.
General Counsel
Icahn Enterprises L.P.
16690 Collins Avenue, PH-1
Sunny Isles Beach, FL 33160
(305) 422-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
May 10, 2021
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D
CUSIP No. 880349105
 
1 NAME OF REPORTING PERSON
American Entertainment Properties Corp.
 
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
 
3  SEC USE ONLY
 
4 SOURCE OF FUNDS
N/A
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
 
6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
7 SOLE VOTING POWER
1,153,805
 
8  SHARED VOTING POWER
0
 
9 SOLE DISPOSITIVE POWER
1,153,805
 
10 SHARED DISPOSITIVE POWER
0
 
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,153,805
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.41%
 
14 TYPE OF REPORTING PERSON
CO
 
   
 

SCHEDULE 13D
 
CUSIP No. 880349105
 
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
 
2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
 
3  SEC USE ONLY
 
4 SOURCE OF FUNDS
N/A
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
 
6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
7  SOLE VOTING POWER
 6,482,014
 
8 SHARED VOTING POWER
1,153,805
 
9 SOLE DISPOSITIVE POWER
 6,482,014
 
10 SHARED DISPOSITIVE POWER
1,153,805
 
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 7,635,819
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.32%
 
14 TYPE OF REPORTING PERSON
PN
   


SCHEDULE 13D
CUSIP No. 880349105
 
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
 
3  SEC USE ONLY
 
4  SOURCE OF FUNDS
N/A
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
 
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
7 SOLE VOTING POWER
0
 
8  SHARED VOTING POWER
 7,635,819
 
9 SOLE DISPOSITIVE POWER
0
 
10 SHARED DISPOSITIVE POWER
 7,635,819
 
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 7,635,819
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
 
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.32%
 
14 TYPE OF REPORTING PERSON
CO
 
 


SCHEDULE 13D
 
CUSIP No. 880349105
 
1 NAME OF REPORTING PERSON
Beckton Corp.
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
N/A
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
 
6  CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
7 SOLE VOTING POWER
0
 
8 SHARED VOTING POWER
 7,635,819
 
9  SOLE DISPOSITIVE POWER
0
 
10 SHARED DISPOSITIVE POWER
 7,635,819
 
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 7,635,819
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.32%
 
14 TYPE OF REPORTING PERSON
CO
 

SCHEDULE 13D
 
CUSIP No. 880349105
 
1 NAME OF REPORTING PERSON
Carl C. Icahn
 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
 
3 SEC USE ONLY
 
4 SOURCE OF FUNDS
OO
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
 
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
7  SOLE VOTING POWER
0
 
8 SHARED VOTING POWER
 7,635,819
 
9 SOLE DISPOSITIVE POWER
0
 
10 SHARED DISPOSITIVE POWER
 7,635,819
 
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 7,635,819
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
 
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.32%
 
14  TYPE OF REPORTING PERSON
IN


SCHEDULE 13D
 
Item 1. Security and Issuer
 
This statement constitutes Amendment No. 35 to the Schedule 13D relating to the shares of Class A Voting Common Stock, par value $0.01 per share (the “Class A Common Stock”), issued by Tenneco Inc. (the “Issuer” or “Tenneco”), and hereby amends the Schedule 13D (the “Schedule 13D”), which was initially filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2018, and previously amended, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
 
Item 5. Interest in Securities of the Issuer
 
Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated in their entirety as follows:
 
(a) The Reporting Persons beneficially own, in the aggregate, 7,635,819 shares of Class A Common Stock, representing 9.32% of the Issuer’s outstanding Class A Common Stock (based upon the 81,968,916 shares of Class A Common Stock outstanding as of May 3, 2021, as stated by the Issuer in the Form 10-Q filed by the Issuer with the SEC on May 6, 2021).

(b)  Icahn Enterprises Holdings may be deemed to have sole voting power and sole dispositive power with regard to 6,482,014 shares of Class A Common Stock and 0 shares of Class B Common Stock, and each of Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such shares. AEP may be deemed to have sole voting power and sole dispositive power with regard to 1,153,805 shares of Class A Common Stock and 0 shares of Class B Common Stock, and each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such shares.

Item 5(c) of the Schedule 13D is hereby amended by adding the following:

(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons and not previously reported on Schedule 13D. Except as otherwise noted below, all such transactions were sales of Shares effected in the open market, and the table includes commissions paid in per share prices.

Name of Reporting Person
Date of
Transaction
Amount of
Securities
Price Per
Share ($)
 
Icahn Enterprises Holdings L.P.
05/06/2021
(801,996)
$11.20
American Entertainment Properties Corp.
05/07/2021
(1,300,000)
$12.45
American Entertainment Properties Corp.
05/10/2021
(621,858)
$14.13

SIGNATURE
 
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: May 10, 2021

 
AMERICAN ENTERTAINMENT PROPERTIES CORP. 

By: /s/ SungHwan Cho 
Name: SungHwan Cho
Title: Chief Financial Officer
 

ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
 
By: /s/ SungHwan Cho 
Name: SungHwan Cho
Title: Chief Financial Officer
 

ICAHN ENTERPRISES G.P. INC.
 
By: /s/ SungHwan Cho 
Name: SungHwan Cho
Title: Chief Financial Officer
 

BECKTON CORP.
 
By: /s/ Irene March 
Name: Irene March
Title: Executive Vice President
 
 
/s/ Carl C. Icahn 
CARL C. ICAHN
 
 
[Signature Page of Amendment No. 35 to Schedule 13D - Tenneco Inc.]
WhaleWisdom Logo

Elevate your investments