Sec Form 3 Filing - ICAHN CARL C @ TENNECO INC - 2020-02-01

FORM 3 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 ICAHN CARL C 2. Issuer Name and Ticker or Trading Symbol TENNECO INC [ TEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ICAHN ASSOCIATES HOLDING LLC, 767 FIFTH AVE., SUITE 4700 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2020 (Street) NEW YORK, NY10153 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 5,651,177 I Please see footnotes ( 1 ) ( 2 ) ( 3 )

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 Class B Common Stock ( 6 ) ( 7 ) ( 6 )( 7 ) ( 6 )( 7 ) Common A Common Stock ( 6 ) ( 7 ) 20,718,006 ( 6 ) ( 7 ) I Please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 6 ) ( 7 ) Class B Common Stock ( 6 ) ( 7 ) ( 6 )( 7 ) ( 6 )( 7 ) Common A Common Stock ( 6 ) ( 7 ) 3,075,663 ( 6 ) ( 7 ) I Please see footnotes ( 1 ) ( 2 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ICAHN CARL C C/O ICAHN ASSOCIATES HOLDING LLC 767 FIFTH AVE., SUITE 4700 NEW YORK, NY10153 X ICAHN ENTERPRISES HOLDINGS L.P. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY10601 Form filed by More than One Re ICAHN ENTERPRISES G.P. INC. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY10601 Form filed by More than One Re BECKTON CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY10601 Form filed by More than One Re Signatures CARL C. ICAHN /s/ Carl C. Icahn 02/03/2020 Signature of Reporting Person Date ICAHN ENTERPRISES HOLDINGS L.P., by Icahn Enterprises G.P. Inc., its general partner, /s/ SungHwan Cho, Chief Financial Officer 02/03/2020 Signature of Reporting Person Date ICAHN ENTERPRISES G.P. INC., /s/ SungHwan Cho, Chief Financial Officer 02/03/2020 Signature of Reporting Person Date BECKTON CORP., /s/ Edward E. Mattner, Authorized Signatory 02/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the direct beneficial owner of (i) 5,651,177 shares of Class A Common Stock and (ii) 20,718,006 shares of Class B 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. ( 2 )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. ( 3 )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 and Class B 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 and Class B Common Stock except to the extent of his or its pecuniary interest therein. ( 4 )American Entertainment Properties Corp. ("AEP") is the direct beneficial owner of 3,075,663 shares of Class B Common Stock. Icahn Enterprises Holdings is the sole member of Icahn Building LLC ("Building"), which is the sole stockholder of AEP. ( 5 )By virtue of their relationships to AEP, each of Building, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class B Common Stock held directly by AEP. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class B Common Stock except to the extent of his or its pecuniary interest therein. ( 6 )The Class B Common Stock is convertible into an equal number of shares of Class A Common Stock and has no expiration date. Pursuant to the terms of a Shareholders Agreement, dated October 1, 2018, among the issuer, AEP, Icahn Enterprises Holdings and Icahn Enterprises, if the separation of the issuer into two separate businesses and distribution of the equity interests in one such business to the issuer's stockholders (the "Spin-Off") has not occurred by April 1, 2020, Icahn Enterprises and its affiliates may convert their shares of Class B Common Stock into Class A Common Stock to the extent such conversion would not result in Icahn Enterprises and its affiliates owning, in the aggregate, more than 15% of the Class A Common Stock issued and outstanding immediately following such conversion. ( 7 )As the Spin-Off has not yet occurred, as of February 1, 2020, Icahn Enterprises and its affiliates have the right to acquire, within 60 days, shares of Class A Common Stock upon the conversion of Class B Common Stock, up to a number of shares of Class A Common Stock such that Icahn Enterprises and its affiliates will own no more than 15% of the Class A Common Stock issued and outstanding immediately following such conversion.

Remarks: This Form 3 is being filed solely to report the deemed beneficial ownership (pursuant to Rule 13d-3(d)(1)(i) under the of the Securities Exchange Act of 1934, as amended) by the filing persons of certain shares of Class A Common that may be acquired by the filing persons within 60 days upon the conversion of Class B Common Stock, and not as a result of any acquisition of shares of Class A Common Stock or Class B Common Stock by the filing persons.

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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