Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Santander Consumer USA Holdings Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

80283M 101

(CUSIP Number)

Gerard A. Chamberlain

Santander Holdings USA, Inc.

75 State Street

Boston, Massachusetts 02109

(617) 346-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 10, 2018

(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 §§ 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 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).

This Amendment No. 1 (Amendment No. 1) amends the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the SEC) by Banco Santander, S.A. and Santander Holdings USA, Inc. on November 17, 2017 (the Initial Statement).

This Amendment No. 1 relates to the shares of common stock, par value $0.01 per share (Common Stock), of Santander Consumer USA Holdings Inc. (SC or the Issuer), a Delaware corporation with its principal executive offices located at 1601 Elm St. Suite #800, Dallas, Texas 75201.

(a), (b), (c). The names of the persons filing this Amendment No. 1 (the Reporting Persons) are Banco Santander, S.A., a Spanish bank organized under the laws of the Kingdom of Spain (Santander), and Santander Holdings USA, Inc., a Virginia corporation and a wholly owned subsidiary of Santander (SHUSA).

Santanders principal executive offices are located at Ciudad Grupo Santander, Avda. De Cantabria, s/n 28660 Boadilla del Monte, Madrid, Spain.

SHUSA, a wholly owned subsidiary of Santander, is the parent company of Santander Bank, National Association, a national banking association, and owns a majority interest of SC. At December 31, 2017, SHUSA had approximately 17,000 employees.

SHUSAs principal executive offices are located at 75 State Street, Boston, Massachusetts 02109.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of each of Santander and SHUSA is set forth on Schedule A.

(d) and (e). Neither Santander or SHUSA nor any person identified in Item 2(a), (b) and (c) hereof has ever been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding of any judicial or administrative body that resulted in a judgment, decree or final order against such person enjoining him against future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f). Please see Schedule A.

There are no changes to Item 3 from the Initial Statement.

In July 2018, the Issuers Board of Directors approved a share repurchase program, pursuant to which the Issuer is authorized to purchase up to $200 million of its Common Stock through June 2019 (the Repurchase Program).

In connection with the Repurchase Program, as of (and giving effect to repurchases made on) January 2, 2019, the Issuers total number of shares of Common Stock outstanding decreased to 351,963,359 shares from the total number of 359,946,656 shares of Common Stock outstanding as of October 31, 2017 (the date used in the Initial Statement to determine the number of shares of Common Stock for purposes of calculating the Reporting Persons beneficial ownership). Solely as a result of the Repurchase Program and the decrease in shares of Common Stock outstanding, on (and giving effect to repurchases made on) January 2, 2019, the aggregate percentage of Common Stock that Reporting Persons may have been deemed to beneficially own increased by approximately 1.5%, to approximately 69.8% of the outstanding shares of Common Stock.

(a) The aggregate percentage of Common Stock reported as beneficially owned by each Reporting Person named herein is based upon 351,963,359 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of (and giving effect to repurchases made on) January 2, 2019. SHUSA owns directly, in the aggregate, 245,593,555 shares of Common Stock. By virtue of its relationship with SHUSA discussed in further detail in Item 2, Santander may be deemed to beneficially own the Common Stock owned directly by SHUSA. These 245,593,555 shares represent approximately 69.8% of the outstanding shares of Common Stock as of January 2, 2019.

The following persons listed on Schedule A beneficially own the number of shares of Common Stock indicated: Stephen Alan Ferriss 14,651 shares of Common Stock, including 5,207 currently exercisable options Mr. Ferriss has the sole voting power and sole dispositive power in respect of the entirety of the number of shares of Common Stock; Scott Edward Powell 37,290 shares of Common Stock Mr. Powell has the sole voting power and sole dispositive power in respect of the entirety of the number of shares of Common Stock.

(b) Each of SHUSA and Santander is deemed to have shared power to vote and dispose of the 245,593,555 shares of Common Stock owned directly by SHUSA.

(c) Except as set forth in Item 4, there were no transactions in the Common Stock effected by Santander, SHUSA or by any person identified in Item 2(a), (b) or (c) hereof during the 60 days preceding the date of this Schedule 13D.

(d) No person other than SHUSA and Santander has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock that are the subject of this Schedule 13D.

(e) Not applicable.

Except as described in the Initial Statement, the Reporting Persons do not have any other contract, arrangement, understanding or relationship with any person with respect to the securities of the Issuer.

The following Exhibits are filed herewith:

Exhibit 99.1 Joint Filing Agreement by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Initial Statement).

Signature

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

Dated: January 3, 2019

SCHEDULE A

The name, business or residential address, title, present principal occupation or employment, and citizenship of each of the directors and executive officers of Santander and SHUSA are set forth below.

Santander

SHUSA