Sec Form 4 Filing - Guo Peng @ TENNECO INC - 2017-12-13

Insider filing report for Changes in Beneficial Ownership
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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
Guo Peng
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)
Executive Vice President
(Last) (First) (Middle)
500 NORTH FIELD DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/13/2017
(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 12/12/2017 G V 4,000 D $ 0 87,957 D
Common Stock 12/13/2017 M( 1 ) 1,650 A $ 45.42 89,607 D
Common Stock 12/13/2017 S( 1 ) 1,650 D $ 57.73 87,957 D
Common Stock 12/13/2017 M( 1 ) 373 A $ 43.2 88,330 D
Common Stock 12/13/2017 S( 1 ) 373 D $ 57.67 87,957 D
Common Stock 12/13/2017 M( 1 ) 3,535 A $ 29.83 91,492 D
Common Stock 12/13/2017 S( 1 ) 3,535 D $ 57.67 ( 2 ) 87,957 D
Common Stock 26,315 ( 3 ) I By 401(k)
Common Stock 32,683 ( 4 ) D
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 Option (Right to Acquire) $ 45.42 12/13/2017 M( 1 ) 1,650 ( 5 ) 01/18/2018 Common Stock 1,650 ( 6 ) 0 D
Employee Stock Option (Right to Acquire) $ 43.2 12/13/2017 M( 1 ) 373 ( 7 ) 07/19/2018 Common Stock 373 ( 6 ) 0 D
Employee Stock Option (Right to Acquire) $ 29.83 12/13/2017 M( 1 ) 3,535 ( 8 ) 01/17/2019 Common Stock 3,535 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Guo Peng
500 NORTH FIELD DRIVE
LAKE FOREST, IL60045
Executive Vice President
Signatures
/s/ Brandon B. Smith, Attorney-in-fact for Peng Guo 12/15/2017
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 sold by the Reporting Person and reported herein was sold at a range of between $57.661 and $57.673 per share. The sale price represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent.
( 3 )Reflects stock allocated to, and indirectly held by, the Reporting Person under the Issuer's 401(k) Plan.
( 4 )Reflects restricted stock granted to the Reporting Person pursuant to Rule 16b-3.
( 5 )The stock options exercised by the Reporting Person vested in three equal installments on January 19, 2012, January 19, 2013 and January 19, 2014.
( 6 )Reflects stock options granted pursuant to Rule 16b-3.
( 7 )The stock options exercised by the Reporting Person vested in three equal installments on July 20, 2012, July 20, 2013 and July 20, 2014.
( 8 )The stock options exercised by the Reporting Person vested in three equal installments on January 18, 2013, January 18, 2014 and January 18, 2015.

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).
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