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Filing Details

Accession Number:: 0001518314-17-000002
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2017-11-17 19:05:34
Reporting Period:: 2017-11-15

Accepted Time:: 2017-11-17 19:05:34
Original Submission Date:: 2017-11-17
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1580608	Santander Consumer Usa Holdings Inc.	SC	()	4/A

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1518314	G. Thomas Dundon	C/O Santander Consumer Usa 8585 N. Stemmons Freeway, 1100-N Dallas TX 75247		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2017-11-15	34,598,506	$27.23	0	No	4	S	Indirect	by DDFS LLC
Common Stock	Acquisiton	2017-11-15	4,628,169	$9.21	5,061,557	No	4	X	Direct
Common Stock	Acquisiton	2017-11-15	1,459,438	$12.10	6,520,995	No	4	X	Direct
Common Stock	Acquisiton	2017-11-15	759,773	$24.00	7,280,768	No	4	O	Direct
Common Stock	Disposition	2017-11-15	6,847,380	$19.18	433,388	No	4	H	Direct
Common Stock	Disposition	2013-12-31	128,495	$26.20	304,893	No	4	F	Direct
Common Stock	Disposition	2015-04-10	7,078	$10.36	297,815	No	4	F	Direct
Common Stock	Disposition	2015-04-10	7,078	$12.29	290,737	No	4	F	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	by DDFS LLC
No	4	X	Direct
No	4	X	Direct
No	4	O	Direct
No	4	H	Direct
No	4	F	Direct
No	4	F	Direct
No	4	F	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (Right to Buy)	Disposition	2017-11-15	4,628,169	$0.00	4,628,169	$9.21
Common Stock	Stock Option (Right to Buy)	Disposition	2017-11-15	1,459,438	$0.00	1,459,438	$12.10
Common Stock	Stock Option (Right to Buy)	Disposition	2017-11-15	759,773	$0.00	759,773	$24.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,219,211	2015-07-02	2018-07-02	No	4	X	Direct
759,773	2015-07-02	2018-07-02	No	4	X	Direct
0	2015-07-02	2018-07-02	No	4	O	Direct

Footnotes

On July 2, 2015, Santander Consumer USA Holdings Inc. ("SC"), Santander Holdings USA, Inc.'s ("SHUSA's") majority-owned subsidiary, announced the departure of Thomas G. Dundon from his roles as the Chairman of SC's Board of Directors and Chief Executive Officer of SC. In connection with his departure, on July 2, 2015, Mr. Dundon entered into a Separation Agreement with SC, DDFS LLC ("DDFS"), SHUSA, Santander Consumer USA Inc. (SC's wholly-owned subsidiary) and Banco Santander, S.A. ("Santander") (as subsequently amended, the "Separation Agreement"). In connection with, and pursuant to, the Separation Agreement, on July 2, 2015, SC, SHUSA, DDFS, Mr. Dundon and Santander agreed to the exercise of the call option provided for in the Shareholders Agreement dated as of January 28, 2014 among SC, SHUSA, DDFS, Mr. Dundon, Sponsor Auto Finance Holdings Series LP and, solely for certain sections set forth therein, Santander (as amended, the "Shareholders Agreement").
Pursuant to the Separation Agreement, SHUSA was deemed to have delivered as of July 3, 2015, an irrevocable notice to exercise the call option with respect to the 34,598,506 shares of Common Stock owned by DDFS and to consummate the transactions contemplated by such call option notice, subject to required bank regulatory approvals and any other approvals required by law being obtained (the "Call Transaction"), at a price per share of Common Stock of $26.17, subject to certain adjustments. On August 31, 2016, in accordance with the Shareholders Agreement, Santander exercised its option to assume SHUSA's obligations to purchase the 34,598,506 shares of Common Stock in respect of the Call Transaction.
On November 15, 2017, SC, DDFS, Mr. Dundon, SHUSA, Santander Consumer, and Santander entered into a Settlement Agreement and Release (the "Settlement Agreement"), and thereafter Santander completed the purchase of the 34,598,506 shares of Common Stock in the Call Transaction and contributed those to SHUSA.
Under the Separation Agreement and the Settlement Agreement, the call price was $26.17, as adjusted in accordance with Section 5(f) of the Separation Agreement, resulting in the Call Transaction being consummated for a total of $941,945,420.
Under the Separation Agreement and the Settlement Agreement, the options were settled for a net cash payment of $52,799,417.
The shares were withheld in connection with the consummation of the Separation Agreement and the Settlement Agreement on November 15, 2017.
Under the Separation Agreement, all options became fully vested and remained exercisable through July 2, 2018.