SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Banco Santander, S.A.

(Last)

(First)

(Middle)

CIUDAD GRUPO SANTANDER

28660 BOADILLA DEL MONTE

(Street)

MADRID

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Santander Consumer USA Holdings Inc. [ SC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/27/2022		P		14,184,414⁽¹⁾	A	$41.5	259,777,969⁽²⁾	I	See note (2) in Explanation of Responses below.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Remarks:

	/s/ Javier Illescas	01/31/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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