Sec Form 4/A Filing - Kesseler Brian J @ TENNECO INC - 2021-02-02

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kesseler Brian J 2. Issuer Name and Ticker or Trading Symbol TENNECO INC [ TEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 500 NORTH FIELD DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2021 (Street) LAKE FOREST, IL60045 4. If Amendment, Date Original Filed (MM/DD/YY) 02/04/2021 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 02/02/2021 A 20,344 A $ 0 68,977 D Class A Common Stock 02/02/2021 F( 1 ) 7,589 ( 2 ) D $ 10.79 61,388 D Class A Common Stock 103,710 I Brian J and Michele M Kesseler Revocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 3 ) 02/02/2021 A( 4 ) 200,000 ( 3 ) ( 3 ) Class A Common Stock 200,000 $ 0 200,000 ( 5 ) D Cash-Settled Restricted Stock Units ( 6 ) 02/02/2021 A( 4 ) 71,248 ( 6 ) ( 6 ) Class A Common Stock 71,248 $ 0 71,248 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kesseler Brian J 500 NORTH FIELD DRIVE LAKE FOREST, IL60045 X Chief Executive Officer Signatures /s/ Brandon B. Smith, Attorney-in-fact for Brian J. Kesseler 02/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects disposition of shares to the Issuer in the form of share withholding to satisfy tax obligations in connection with the vesting of performance share units. ( 2 )Although the performance share units vested upon certification of performance by the Issuer's Compensation Committee on February 2, 2021, due to an error, the number of shares reported withheld in the original Report was miscalculated. This Report has been amended to reflect the correct number of shares withheld. ( 3 )Reflects restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which vest on each of the first three anniversaries of the grant date. Each restricted stock unit represents the contingent right to receive one share of class A common stock. ( 4 )Due to an error, the original Report indicated that the Reporting Person was awarded 271,248 restricted stock units. This Report has been amended and restated to report the corrected award of 200,000 restricted stock units and 71,248 cash-settled restricted stock units. ( 5 )Including the 200,000 restricted stock units reported in this Report, the Reporting Person holds an aggregate 384,749 restricted stock units. ( 6 )Reflects cash-settled restricted stock units granted to the Reporting Person pursuant to Section 16b-3, one third of which vest on each of the first three anniversaries of the grant date. Each restricted stock unit represents the contingent right to receive the fair market value of one share of class A common stock on the vesting date. ( 7 )Including the 71,248 cash-settled restricted stock units reported in this Report, the Reporting Person holds an aggregate 435,165 cash-settled restricted stock units.

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).

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