SEC Form 4/A · accession 0001518314-18-000001
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)
Jan 29, 2018 · 5:39 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 StockF9 | Nov 15, 2017 | S | 34,598,506 | $27.225 | D | 0 | I | by DDFS LLC |
| Common StockF4,F5 | Nov 15, 2017 | X | 4,628,169 | $9.21 | A | 5,061,557 | D | |
| Common StockF4,F5 | Nov 15, 2017 | X | 1,459,438 | $12.10 | A | 6,520,995 | D | |
| Common StockF4,F5 | Nov 15, 2017 | X | 759,773 | $24.00 | A | 7,280,768 | D | |
| Common StockF6 | Nov 15, 2017 | H | 6,847,380 | $19.18 | D | 433,388 | D | |
| Common StockF7 | Dec 31, 2013 | F | 128,495 | $26.20 | D | 304,893 | D | |
| Common StockF7 | Apr 10, 2015 | F | 7,078 | $10.36 | D | 297,815 | D | |
| Common StockF7 | 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)F8 | $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)F8 | $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)F8 | $24.00 | Nov 15, 2017 | X | 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.
- F4Pursuant to the Separation Agreement, Mr. Dundon's stock options that were outstanding as of July 2, 2015, remained exercisable until the third anniversary of his resignation and, prior to September 30, 2015, Mr. Dundon was permitted to exercise such option in whole, but not in part, and settle such options for a cash payment equal to the difference between the closing trading price of a share of SC Common Stock on the New York Stock Exchange as of the date immediately preceding such exercise and the exercise price of such option. Mr. Dundon exercised this cash settlement option as of July 2, 2015, subject to the receipt of all required regulatory approvals (the "Exercise Notice").
- F5On July 2, 2015, Mr. Dundon had three separate sets of stock options: (a) the option to acquire 4,628,169 shares for $9.21 per share; (b) the option to acquire 1,459,438 shares for $12.10 per share, and (c) the option to acquire 759,773 shares for $24.00 per share. The closing trading price for a share of SC's stock on July 1, 2015, the day immediately preceding the date of the Exercise Notice, was $26.48, such that all three sets of options were "in-the-money" on July 2, 2015.
- F6Under the terms of the Settlement Agreement, a payment of $52,799,417 was made in respect of the Exercise Notice.
- F7The shares were withheld in connection with the consummation of the Separation Agreement and the Settlement Agreement on November 15, 2017.
- F8Under the Separation Agreement, all options became fully vested and remained exercisable through July 2, 2018.
- F9Under 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.