4//SEC Filing
Usitalo Scott 4
Accession 0001209191-22-058207
CIK 0001024725other
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 5:12 PM ET
Size
17.2 KB
Accession
0001209191-22-058207
Insider Transaction Report
Form 4
TENNECO INCTEN
Usitalo Scott
Executive Vice President
Transactions
- Gift
Class A Common Stock
2022-11-11−11,457→ 37,931 total - Award
Cash-Settled Performance Share Units
2022-11-17+179,212→ 179,212 total→ Class A Common Stock (179,212 underlying) - Disposition to Issuer
Cash-Settled Performance Share Units
2022-11-17$20.00/sh−179,212$3,584,240→ 0 total→ Class A Common Stock (179,212 underlying) - Disposition to Issuer
Class A Common Stock
2022-11-17$20.00/sh−37,931$758,620→ 0 total - Disposition to Issuer
Restricted Stock Units
2022-11-17$20.00/sh−82,718$1,654,360→ 0 total→ Class A Common Stock (82,718 underlying) - Disposition to Issuer
Cash-Settled Restricted Stock Units
2022-11-17$20.00/sh−3,320$66,400→ 0 total→ Class A Common Stock (3,320 underlying)
Footnotes (5)
- [F1]Reflects disposition upon completion of the merger (the "Merger") of Pegasus Merger Co. ("Merger Sub"), a wholly owned subsidiary of Pegasus Holdings III, LLC ("Parent"), with and into the Issuer, effective November 17, 2022. Pursuant to the Agreement and Plan of Merger, dated as of February 22, 2022, by and among the Issuer, Parent and Merger Sub (the "Merger Agreement"), upon completion of the Merger, each outstanding share of the Issuer's Class A Common Stock was converted into the right to receive $20.00 per share (the "Merger Consideration") in cash.
- [F2]Reflects disposition of share-settled restricted stock units granted to the Reporting Person pursuant to Rule 16b-3. Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding share-settled restricted stock unit of the Issuer became fully vested and was converted into the right to receive in cash an amount equal to the Merger Consideration multiplied by the number of shares underlying the award (subject to any applicable tax withholding).
- [F3]Reflects disposition of cash-settled restricted stock units granted to the Reporting Person pursuant to Rule 16b-3. Pursuant to the Merger Agreement, upon completion of the Merger, each outstanding cash-settled restricted stock unit of the Issuer became fully vested and was cancelled in exchange for the right to receive in cash an amount equal to the Merger Consideration multiplied by the number of shares underlying the award (subject to any applicable tax withholding).
- [F4]Pursuant to the Merger Agreement, upon completion of the Merger, the outstanding cash-settled performance share units became vested at target level.
- [F5]Pursuant to the Merger Agreement, upon completion of the Merger, the outstanding cash-settled performance share units were cancelled in exchange for the right to receive an amount in cash equal to the Merger Consideration multiplied by the number of shares underlying the award (subject to any applicable tax withholding).
Documents
Issuer
TENNECO INC
CIK 0001024725
Entity typeother
Related Parties
1- filerCIK 0001802439
Filing Metadata
- Form type
- 4
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 5:12 PM ET
- Size
- 17.2 KB