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Novas Paul D - TENNECO INC - For 2013-12-12
  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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The following is an SEC EDGAR document rendered as filed.
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FORM 4
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 *
Novas Paul D
2. Issuer Name and Ticker or Trading Symbol
TENNECO INC [ TEN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
Vice President
(Last)
(First)
(Middle)
500 NORTH FIELD DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2013
(Street)
LAKE FOREST, IL60045
4. If Amendment, Date Original Filed(MM/DD/YY)
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
Common Stock 12/12/2013 M( 1 ) 7,200 A $ 26.7 116,383 D
Common Stock 12/12/2013 S( 1 ) 7,200 D $ 55.6 ( 2 ) 109,183 D
Common Stock 4,306 ( 3 ) D
Common Stock 17,512 ( 4 ) I By 401(K)
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
Employee Stock Options (Right to Buy) $ 26.7 12/12/2013 M 7,200 ( 5 ) 01/15/2014 Common Stock 7,200 $ 0 ( 6 ) 0 D
Stock Equivalent Units $ 0 ( 7 ) 12/13/2013 A( 8 ) 7,460 ( 9 ) ( 9 ) Common Stock 7,460 $ 55.49 110,863 ( 10 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Novas Paul D
500 NORTH FIELD DRIVE
LAKE FOREST, IL60045
Vice President
Signatures
/s/James D. Harrington, Attorney-in-fact for Paul D. Novas 12/16/2013
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects cashless exercise of stock options which were granted pursuant to Rule 16b-3.
( 2 )The Common Stock reported herein as being sold were sold at a range of between $55.60 and $55.62 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent.
( 3 )Reflects restricted stock granted pursuant to Rule 16b-3.
( 4 )Reflects shares allocated to, and indirectly held by, the Reporting Person under the Issuer's 401(k) Plan.
( 5 )The stock options exercised by the Reporting Person vested in three equal installments on January 16, 2008, January 16, 2009 and January 16, 2010.
( 6 )Reflects stock options granted pursuant to Rule 16b-3.
( 7 )1-for-1
( 8 )Represents a Discretionary Transaction that is exempt from Section 16(b) pursuant to Rule 16b-3(f).
( 9 )Previously deferred compensation invested by the Reporting Person in Stock Equivalent Units under the Issuer's Incentive Deferral Plan. The deferred amount will be settled, at the Issuer's option, in cash or stock on 01/01/2025 or, if earlier, upon the Reporting Person's separation from service with the Issuer.
( 10 )The remaining deferred amount of Stock Equivalent Units will be settled, at the Issuer's option, in cash or stock as follows: 91,914 on 01/01/2023 and 11,489 on 01/01/2024 or, in each case if earlier, upon the Reporting Person's separation from service with the Issuer.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.