SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 39)*
Tenneco Inc.
(Name of Issuer)
Class A Voting Common Stock, par value $0.01 per share
(Title of Class of Securities)
880349105
(CUSIP Number)
Jesse A. Lynn, Esq.
General Counsel
Icahn Enterprises L.P.
16690 Collins Avenue, PH-1
Sunny Isles Beach, FL 33160
(305) 422-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 19, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP No. 880349105
1 NAME OF REPORTING PERSON
American Entertainment Properties Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 880349105
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
4,050,056
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,050,056
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,050,056
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.94%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 880349105
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,050,056
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,050,056
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,050,056
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.94%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 880349105
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,050,056
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,050,056
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,050,056
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.94%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 880349105
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,050,056
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,050,056
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,050,056
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.94%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 39 to the Schedule 13D relating to the shares of Class A Voting Common Stock, par value $0.01
per share (the “Class A Common Stock”), issued by Tenneco Inc. (the “Issuer” or “Tenneco”), and hereby amends the Schedule 13D (the “Schedule 13D”), which was initially filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2018, and previously amended, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise
defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer
Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated in their entirety as follows:
(a) The Reporting Persons beneficially own, in the aggregate, 4,050,056 shares of Class A Common Stock, representing 4.94% of the Issuer’s outstanding Class A Common Stock (based upon the 81,968,916 shares of Class A Common Stock outstanding as of May 3, 2021, as stated by the Issuer in the Form 10-Q filed by the Issuer with the SEC on May
6, 2021).
(b) Icahn Enterprises Holdings may be deemed to have sole voting power and sole dispositive
power with regard to 4,050,056 shares of Class A Common Stock and 0 shares of Class B Common Stock, and each of Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared dispositive power with regard to such
shares. AEP may be deemed to have sole voting power and sole dispositive power with regard to 0 shares of Class A Common Stock and 0 shares of Class B Common Stock, and each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
may be deemed to have shared voting power and shared dispositive power with regard to such shares.
Item 5(c) of the Schedule 13D is hereby amended by adding the following:
(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the
Reporting Persons and not previously reported on Schedule 13D. Except as otherwise noted below, all such transactions were sales of Shares effected in the open market, and the table includes commissions paid in per share prices.
|
Name of Reporting Person
|
Date of
Transaction
|
Amount of
Securities
|
Price Per
Share ($)
|
|
Icahn Enterprises Holdings L.P.
|
05/18/2021
|
(230,086)
|
$14.18
|
|
Icahn Enterprises Holdings L.P.
|
05/19/2021
|
(463,669)
|
$13.74
|
(e) As a result of the transactions reported in this Schedule 13D, the Reporting Persons ceased to be the beneficial owners of more than
five percent of the Shares and are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: May 19, 2021
AMERICAN ENTERTAINMENT PROPERTIES CORP.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Irene March
Name: Irene March
Title: Executive Vice President
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Amendment No. 39 to Schedule 13D - Tenneco Inc.]