Kluth Barbara A. 4

4 · TENNECO INC · Filed Jan 17, 2013

Form 4

Period: 2013-01-15

VP Global Human Resources

Transactions

Tax Payment
Common Stock
2013-01-16$36.29/sh−2,014$73,088→ 11,115 total
Other
Common Stock
2013-01-15+159→ 5,827 total
Award
Common Stock
2013-01-16+5,571→ 13,129 total
Award
Employee Stock Options (Right to Acquire)
2013-01-16+9,609→ 9,609 total
Exercise: $36.29Exp: 2020-01-15→ Common Stock (9,609 underlying)
Other
Common Stock
2013-01-15−159→ 7,558 total

Holdings

Footnotes (6)

[F1]Reflects vesting of restricted stock, which is now being reported as non-restricted stock.
[F2]Reflects restricted stock granted to the Reporting Person pursuant to Rule 16b-3.
[F3]Reflects restricted stock granted to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date. Shares to be disposed to the Issuer in the form of share withholding to satisfy tax obligations in connection with the granting of restriced stock will be accelerated to vest on the grant date.
[F4]Reflects disposition of shares to the Issuer in the form of share withholding to satisfy tax obligations in connection with the granting of restricted stock pursuant to the United States Internal Revenue Code.
[F5]Reflects shares allocated to, and indirectly held by, the Rporting Person under the Issuer's 401(k) Plan.
[F6]Reflects stock options granted to the Reporting Person pursuant to Rule 16b-3, one third of which vest on each of the first three anniversaries of the grant date.

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