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Sec Form 4 Filing - ICAHN CARL C @ TENNECO INC - 2021-04-22

  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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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 *
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 ENTERPRISES L.P., 16690 COLLINS AVENUE - PH-1
3. Date of Earliest Transaction (MM/DD/YY)
04/22/2021
(Street)
SUNNY ISLES BEACH, FL33160
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 04/22/2021 S 88,508 D $ 10.87 10,725,212 I Please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Class A Common Stock 04/23/2021 S 235,600 D $ 10.81 10,489,612 I Please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Class A Common Stock 04/26/2021 S 110,956 D $ 10.86 10,378,656 I Please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ICAHN CARL C
C/O ICAHN ENTERPRISES L.P.
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL33160
X
ICAHN ENTERPRISES HOLDINGS L.P.
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL33160
X
ICAHN ENTERPRISES G.P. INC.
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL33160
X
BECKTON CORP
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL33160
X
Signatures
/S/ Carl C. Icahn 04/26/2021
** Signature of Reporting Person Date
/S/ Icahn Enterprises Holdings L.P., by Icahn Enterprises G.P. Inc., its general partner, /S/ SungHwan Cho, Chief Financial Officer 04/26/2021
** Signature of Reporting Person Date
/S/ Icahn Enterprises G.P. Inc., /S/ SungHwan Cho, Chief Financial Officer 04/26/2021
** Signature of Reporting Person Date
/S/ Beckton Corp., /S/ Irene March, Executive Vice President 04/26/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the direct beneficial owner of 7,302,993 shares of Class A 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 held directly by Icahn Enterprises Holdings. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A 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 A Common Stock. Icahn Enterprises Holdings is the sole stockholder of AEP.
( 5 )By virtue of their relationships to AEP, each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock held directly by AEP. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock except to the extent of his or its pecuniary interest therein.

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.
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