Statement of Changes in Beneficial Ownership (4)
January 31 2022 - 8:15AM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
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Banco Santander, S.A. |
2. Issuer Name and Ticker or Trading Symbol
Santander Consumer USA Holdings Inc.
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SC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
CIUDAD GRUPO SANTANDER, 28660 BOADILLA DEL MONTE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/27/2022 |
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(Street)
MADRID, U3
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 1/27/2022 | | P | | 14184414 (1) | A | $41.50 | 259777969 (2) | I | See note (2) in Explanation of Responses below. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Explanation of Responses: |
| (1) | Pursuant to an Agreement and Plan of Merger dated as of August 23, 2021, on September 7, 2021, Max Merger Sub, Inc. ("Purchaser"), a Delaware corporation and a direct wholly owned subsidiary of Santander Holdings USA, Inc. ("SHUSA") and an indirect wholly owned subsidiary of Banco Santander, S.A. (the "Reporting Person"), commenced a tender offer (the "Offer") to acquire all of the outstanding shares of common stock of Santander Consumer USA Holdings Inc. ("SC") not already owned by SHUSA, at a purchase price of $41.50 per share. As of the expiration of the Offer at 5:00 p.m., New York City time, on January 27, 2022, 14,184,414 shares had been tendered and not validly withdrawn pursuant to the Offer (including shares subject to guaranteed delivery). Purchaser accepted for purchase all shares tendered and not validly withdrawn pursuant to the Offer. |
| (2) | This number reflects 245,593,555 shares owned directly by SHUSA, a wholly owned subsidiary of the Reporting Person, and 14,184,414 shares, which were tendered in the Offer and accepted for purchase on January 27, 2022, and thereupon owned by Purchaser, an indirect wholly owned subsidiary of the Reporting Person. Following Purchaser's acceptance for purchase of shares tendered in the Offer, on January 31, 2022, Purchaser was merged with and into SC, with SC surviving the merger as a direct wholly owned subsidiary of SHUSA and an indirect wholly owned subsidiary of the Reporting Person. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Banco Santander, S.A.
CIUDAD GRUPO SANTANDER
28660 BOADILLA DEL MONTE
MADRID, U3 |
| X |
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Signatures
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| /s/ Javier Illescas | | 1/31/2022 |
| **Signature of Reporting Person | Date |
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