Kaled Awada Receives Stock Award at Tenneco Inc (TEN) — SEC Form 4, Nov 21, 2022

SEC Form 4 · No Market Transaction
Stock Award

Compensation grant — no market purchase or sale.

Reporting Owner
TXN 2022-11-17 · FILED 2022-11-21
Equity Position 0 sh 55,445 → 0
Equity Change -100.0% shares held after vs before
Filing Lag 2 business days within 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Filing Date
2022-11-21
Report Date
2022-11-17
Accession No.
0001209191-22-058143
Accepted At
2022-11-21 21:24 UTC
Reporting Owner
Name Relationship
Kaled Awada CIK 0001751431
EVP
Kaled Awada at Tenneco Inc Full insider history
Bought (12 mo) —
Sold (12 mo) —
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Non-Derivative Securities Transactions
Title Date Type Shares Price Net Total Post-Txn Ownership
Class A Common Stock 2022-11-03 G - Gift 10,075 D $0.00 — 37,571 Direct
Class A Common StockF1F1 2022-11-17 D - Return to Issuer 37,571 D $20.00 -$751,420 0 Direct
Class A Common StockF1F1 2022-11-17 D - Return to Issuer 7,799 D $20.00 -$155,980 0 Indirect
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Restricted Stock UnitsF2F2F2 2022-11-17 D - Return to Issuer 74,488 D $20.00 74,488 Class A Common Stock Direct
Cash-Settled Restricted Stock UnitsF3F3F3 2022-11-17 D - Return to Issuer 3,794 D $20.00 3,794 Class A Common Stock Direct
Cash-Settled Performance Share UnitsF4F4F4 2022-11-17 A - Award/Grant 168,928 A $0.00 168,928 Class A Common Stock Direct
Cash-Settled Performance Share UnitsF5F5F5 2022-11-17 D - Return to Issuer 168,928 D $20.00 168,928 Class A Common Stock Direct
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. Show more
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). Show more
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). Show more
F4
Pursuant to the Merger Agreement, upon completion of the Merger, the outstanding cash-settled performance share units became vested at target level. Show more
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). Show more
Remarks

*and Chief Human Resources Officer

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