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
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
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
  1. 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").
  2. 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.
  3. 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.
  4. 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.
  5. Under the Separation Agreement and the Settlement Agreement, the options were settled for a net cash payment of $52,799,417.
  6. The shares were withheld in connection with the consummation of the Separation Agreement and the Settlement Agreement on November 15, 2017.
  7. Under the Separation Agreement, all options became fully vested and remained exercisable through July 2, 2018.