Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Kesseler Brian J	2. Issuer Name and Ticker or Trading Symbol TENNECO INC [ TEN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) 500 NORTH FIELD DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 2/7/2020
(Street) LAKE FOREST, IL 60045 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/7/2020		M(1)		11626	A	$0.00	50770	D
Class A Common Stock	2/7/2020		F(2)		5151	D	$9.78	45619	D
Class A Common Stock								3743 (3)	D
Class A Common Stock								103710	I	Brian J and Michele M Kesseler Revocable Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Restricted Stock Units	(4)	2/7/2020		M			11626	(4)	(4)	Class A Common Stock	11626	$0.00	11626 (5)	D

Explanation of Responses:
(1)	Reflects stock acquired upon the vesting of restricted stock units granted to the Reporting Person pursuant to Rule 16b-3.
(2)	Reflects disposition of shares to the Issuer in the form of share withholding to satisfy tax obligations in connection with the vesting of restricted stock units.
(3)	Reflects restricted stock granted to the Reporting Person pursuant to Rule 16b-3.
(4)	Reflects vesting of restricted stock units 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. Each restricted stock unit converts into one share of Class A Common Stock.
(5)	Does not give effect to 52,422 restricted stock units previously granted to the Reporting Person and which vest on different schedules.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Kesseler Brian J 500 NORTH FIELD DRIVE LAKE FOREST, IL 60045	X		Chief Executive Officer

Signatures
/s/ Brandon B. Smith, Attorney-in-fact for Brian J. Kesseler		2/11/2020
**Signature of Reporting Person		Date