SEC Form 4 · accession 0001580608-15-000073
Santander Consumer USA Holdings Inc. · SC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas G. Dundon
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Apr 28, 2015
Accepted (ET)
Apr 30, 2015 · 4:23 pm EDT
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 Stock | Apr 28, 2015 | M | 663,845 | $9.21 | A | 1,089,732 | D | |
| Common Stock | Apr 28, 2015 | S | 663,845 | $24.0001 | D | 425,887 | D | |
| Common Stock | Apr 29, 2015 | M | 1,081,163 | $9.21 | A | 1,507,050 | D | |
| Common Stock | Apr 29, 2015 | M | 817,010 | $9.21 | A | 2,324,060 | D | |
| Common Stock | Apr 29, 2015 | S | 1,898,173 | $24.0006 | D | 425,887 | D | |
| Common Stock | holding | — | — | — | 34,598,506 | I | by DDFS LLC |
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)F2 | $9.21 | Apr 28, 2015 | M | 663,845 | D | — | Dec 31, 2021 | Common Stock | 663,845 | 9,397,398 | D |
| Stock option (right to buy)F2 | $9.21 | Apr 29, 2015 | M | 1,081,163 | D | — | Dec 31, 2021 | Common Stock | 1,081,163 | 8,316,235 | D |
| Stock option (right to buy)F3 | $9.21 | Apr 29, 2015 | M | 817,010 | D | — | Dec 31, 2021 | Common Stock | 817,010 | 7,499,225 | D |
Explanation of responses
- F1The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
- F2Granted pursuant to the Santander Consumer USA Inc. 2011 Management Equity Plan. 20% of the options vested upon each of December 31, 2012 and 2013 and the remainder vested upon consummation of the initial public offering; all options are currently exercisable.
- F3Granted pursuant to the Santander Consumer USA Inc. 2011 Management Equity Plan. The stock option award was originally time vested, generally based on continued service, and performance vested. In accordance with the company's achievement of certain performance targets, 20% of the options vested upon each of December 31, 2012, and 2013, and the remainder vested upon consummation of the initial public offering. All options are currently exercisable.