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*
Sponsor Auto Finance Holdings Series LP

(Last) (First) (Middle)
C/O SANTANDER CONSUMER USA HOLDINGS INC.
8585 NORTH STEMMONS FREEWAY SUITE 1100-N

(Street)
DALLAS TX 75247

(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)
01/28/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 01/28/2014 S 70,725,821 D $23.04(1) 15,770,445 D(2)
Common Stock, par value $0.01 per share 01/28/2014 J(3) 1,591,666 D $0.00(3) 14,178,779 D(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Sponsor Auto Finance Holdings Series LP

(Last) (First) (Middle)
C/O SANTANDER CONSUMER USA HOLDINGS INC.
8585 NORTH STEMMONS FREEWAY SUITE 1100-N

(Street)
DALLAS TX 75247

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sponsor Auto Finance GP LLC

(Last) (First) (Middle)
C/O SANTANDER CONSUMER USA HOLDINGS INC.
8585 NORTH STEMMONS FREEWAY SUITE 1100-N

(Street)
DALLAS TX 75247

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This amount represents the $24.00 initial public offering price per share of common stock, par value $0.01 per share ("Common Stock"), of Santander Consumer USA Holdings Inc. (the "Issuer"), less the underwriting discount of $0.96 per share of Common Stock.
2. Sponsor Auto Finance Holdings Series LP ("Sponsor Holdings LP") holds the shares of Common Stock of the Issuer reported herein. Sponsor Auto Finance GP LLC ("Sponsor GP") is the general partner of Sponsor Holdings LP. Following the sale reported herein, a private investor group, including affiliates of each of Kohlberg Kravis Roberts & Co. L.P., Centerbridge Partners, L.P. and Warburg Pincus LLC hold interests in the Issuer through Sponsor Holdings LP. Sponsor GP and each holder of interests in Sponsor Holdings LP and/or Sponsor GP disclaims beneficial ownership of the shares of Common Stock held by Sponsor Holdings LP except to the extent of its pecuniary interest therein.
3. This transaction represents a distribution for no consideration by Sponsor Holdings LP of 1,591,666 shares of Common Stock of the Issuer, to Sponsor Auto Finance Super Holdings, LLC, an entity owned by affiliates of Centerbridge Partners, L.P., which shares had previously been indirectly beneficially owned by Sponsor Auto Finance Super Holdings, LLC through its direct interest in Sponsor Holdings LP.
Remarks:
SPONSOR AUTO FINANCE HOLDINGS SERIES LP; by: Sponsor Auto Finance GP LLC; by: /s/ Matthew Kabaker, Name: Matthew Kabaker, Title: Co-President 01/30/2014
SPONSOR AUTO FINANCE GP LLC; by: /s/ Matthew Kabaker, Name: Matthew Kabaker, Title: Co-President 01/30/2014
** 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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