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CUSIP NO. 880349105

13G

Page 5 of 18

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Citadel Holdings II LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   2,630,852 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.56%4
12.	TYPE OF REPORTING PERSON PN; HC

_________________________

4          See footnote 1 above.

 

 

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CUSIP NO. 880349105

13G

Page 6 of 18

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Citadel Advisors LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   2,630,852 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.56%5
12.	TYPE OF REPORTING PERSON OO; HC

 

6             See footnote 1 above.

 

 

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CUSIP NO. 880349105

13G

Page 8 of 18

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Kenneth Griffin
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   2,630,852 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.56%7
12.	TYPE OF REPORTING PERSON IN; HC

8            See footnote 1 above.

 

 

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CUSIP NO. 880349105

13G

Page 10 of 18

 

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Citadel Securities LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   2,630,852 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   5.56%9
12.	TYPE OF REPORTING PERSON OO; BD

_________________________

10                 See footnote 1 above.

 

 

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CUSIP NO. 880349105

13G

Page 12 of 18

 

Item 1(a)

Name of Issuer:

Tenneco Inc.

Item 1(b)

Address of Issuer's Principal Executive Offices:

550 North Field Drive

Lake Forest, Illinois 60045

Item 2(a)

Name of Person Filing11

See Item 2(c) below.

Item 2(b)

Address of Principal Business Office

See Item 2(c) below.

Item 2(c)

Citizenship

Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Citadel Limited Partnership

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited partnership

Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

 

_____________________

11

Citadel Derivatives Trading Ltd. (“CDT”) is majority owned by CLP Holdings LLC (“CLP Holdings”).  CLP Holdings does not have control over the voting or disposition of securities by CDT.  Citadel Securities LLC (“CS”) is majority owned by Citadel Derivatives Group Investors LLC (“CDGI”).  CDGI does not have control over the voting or disposition of securities by CS.  PioneerPath Capital Ltd. (“PPC”) is majority owned by CDT. CDT does not have control over the voting or disposition of securities by PPC.

 

 

 

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CUSIP NO. 880349105

13G

Page 13 of 18

 

Citadel Holdings II LP

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited partnership

Citadel Advisors LLC

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Citadel Derivatives Trading Ltd.

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Cayman Islands company

Kenneth Griffin

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

U.S. Citizen

Citadel Global Equities Master Fund Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Cayman Islands company

Citadel Securities LLC

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

PioneerPath Capital Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Cayman Islands company

 

 

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CUSIP NO. 880349105

13G

Page 14 of 18

 

2(d)

Title of Class of Securities:

 

Common Stock, par value $0.01

 

2(e)

CUSIP Number:     880349105

 

Item 3                     If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

[__]

Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)

[__]

Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)

[__]

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)

[__]

Investment company registered under Section 8 of the Investment Company Act;

 

(e)

[__]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

[__]

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

[__]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

[__]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

[__]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)

[__]

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

(k)

[__]

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

Item 4

Ownership:

 

CITADEL INVESTMENT GROUP, L.L.C.

CITADEL LIMITED PARTNERSHIP

CITADEL INVESTMENT GROUP II, L.L.C.

CITADEL HOLDINGS II LP

CITADEL ADVISORS LLC12

CITADEL DERIVATIVES TRADING LTD.

KENNETH GRIFFIN

 

______________________

12	The shares and percentages reported as beneficially owned by Citadel Advisors LLC include certain segregated accounts managed by it.

 

 

 

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CUSIP NO. 880349105

13G

Page 15 of 18

 

CITADEL GLOBAL EQUITIES MASTER FUND LTD.

CITADEL SECURITIES LLC

PIONEERPATH CAPITAL LTD.

(a)

Amount beneficially owned:

 

2,630,852 shares

 

(b)

Percent of Class:

 

5.56%13

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote:

 

0

 

(ii)

shared power to vote or to direct the vote:

 

See Item 4(a) above.

 

(iii)

sole power to dispose or to direct the disposition of:

 

0

 

(iv)

shared power to dispose or to direct the disposition of:

 

See Item 4(a) above.

 

Item 5

Ownership of Five Percent or Less of a Class:

 

Not Applicable.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

 

Not Applicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

 

See Item 2 above.

Item 8

Identification and Classification of Members of the Group:

 

Not Applicable.

____________________________

13	See footnote 1 above.

 

 

 

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CUSIP NO. 880349105

13G

Page 16 of 18

 

Item 9

Notice of Dissolution of Group:

 

Not Applicable.

Item 10

Certification:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

 

 

 

 

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CUSIP NO. 880349105

13G

Page 17 of 18

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 9th day of November, 2009.

CITADEL INVESTMENT GROUP, L.L.C.   By:  /s/ John C. Nagel             John C. Nagel, Authorized Signatory	CITADEL LIMITED PARTNERSHIP   By:  Citadel Investment Group, L.L.C. its General Partner   By:  /s/ John C. Nagel             John C. Nagel, Authorized Signatory
CITADEL INVESTMENT GROUP II, L.L.C.   By:  /s/ John C. Nagel             John C. Nagel, Authorized Signatory	CITADEL HOLDINGS II LP   By:  Citadel Investment Group II, L.L.C., its General Partner   By:  /s/ John C. Nagel             John C. Nagel, Authorized Signatory
CITADEL ADVISORS LLC   By:  Citadel Holdings II LP, its Managing Member   By:  Citadel Investment Group II, L.L.C., its General Partner   By:  /s/ John C. Nagel             John C. Nagel, Authorized Signatory	CITADEL DERIVATIVES TRADING LTD.   By:  Citadel Advisors LLC, its Portfolio Manager   By:  Citadel Holdings II LP, its Managing Member   By:  Citadel Investment Group II, L.L.C., its General Partner   By:  /s/ John C. Nagel             John C. Nagel, Authorized Signatory
KENNETH GRIFFIN   By:  /s/ John C. Nagel             John C. Nagel, attorney-in-fact*	CITADEL GLOBAL EQUITIES MASTER FUND LTD.   By:  Citadel Advisors LLC, its Portfolio Manager   By:  Citadel Holdings II LP, its Managing Member   By:  Citadel Investment Group II, L.L.C., its General Partner   By:  /s/ John C. Nagel             John C. Nagel, Authorized Signatory

_________________________

*

John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.

 

 

 

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CUSIP NO. 880349105

13G

Page 18 of 18

 

CITADEL SECURITIES LLC   By:  Citadel Holdings I LP, its Non-Member Manager   By:  Citadel Investment Group II, L.L.C., its General Partner   By:  /s/ John C. Nagel             John C. Nagel, Authorized Signatory

PIONEERPATH CAPITAL LTD.   By:  Citadel Advisors LLC, its Portfolio Manager   By:  CAAM Holdings II LP, its Managing Member   By:  Citadel Investment Group II, L.L.C., its General Partner   By:  /s/ John C. Nagel             John C. Nagel, Authorized Signatory

 

 

 

 

 

 

 

 

 

 

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