SEC Form 4/A · accession 0001518314-17-000002
Santander Consumer USA Holdings Inc. · SC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Thomas G. Dundon
10% Owner
Period of report
Nov 15, 2017
Accepted (ET)
Nov 17, 2017 · 7:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001580608
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF4 | Nov 15, 2017 | S | 34,598,506 | $27.225 | D | 0 | I | by DDFS LLC |
| Common Stock | Nov 15, 2017 | X | 4,628,169 | $9.21 | A | 5,061,557 | D | |
| Common Stock | Nov 15, 2017 | X | 1,459,438 | $12.10 | A | 6,520,995 | D | |
| Common Stock | Nov 15, 2017 | O | 759,773 | $24.00 | A | 7,280,768 | D | |
| Common StockF5 | Nov 15, 2017 | H | 6,847,380 | $19.18 | D | 433,388 | D | |
| Common StockF6 | Dec 31, 2013 | F | 128,495 | $26.20 | D | 304,893 | D | |
| Common StockF6 | Apr 10, 2015 | F | 7,078 | $10.36 | D | 297,815 | D | |
| Common StockF6 | Apr 10, 2015 | F | 7,078 | $12.29 | D | 290,737 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F7 | $9.21 | Nov 15, 2017 | X | 4,628,169 | D | Jul 2, 2015 | Jul 2, 2018 | Common Stock | 4,628,169 | 2,219,211 | D |
| Stock Option (Right to Buy)F7 | $12.10 | Nov 15, 2017 | X | 1,459,438 | D | Jul 2, 2015 | Jul 2, 2018 | Common Stock | 1,459,438 | 759,773 | D |
| Stock Option (Right to Buy)F7 | $24.00 | Nov 15, 2017 | O | 759,773 | D | Jul 2, 2015 | Jul 2, 2018 | Common Stock | 759,773 | 0 | D |
Explanation of responses
- F1On 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").
- F2Pursuant 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.
- F3On 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.
- F4Under 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.
- F5Under the Separation Agreement and the Settlement Agreement, the options were settled for a net cash payment of $52,799,417.
- F6The shares were withheld in connection with the consummation of the Separation Agreement and the Settlement Agreement on November 15, 2017.
- F7Under the Separation Agreement, all options became fully vested and remained exercisable through July 2, 2018.