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^*

Gallogly Mark T

(Last)

(First)

(Middle)

C/O CENTERBRIDGE PARTNERS, L.P.

375 PARK AVENUE

(Street)

NEW YORK

10152

(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)
02/28/2014

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, par value $0.01 per share	02/28/2014		G⁽¹⁾	V	725,790	D	$0.00	0	D⁽¹⁾
Common Stock, par value $0.01 per share	02/28/2014		G⁽¹⁾	V	241,784	D	$0.00	0	I⁽¹⁾	By Trust
Common Stock, par value $0.01 per share								4,130,825.75	I	See Footnote⁽²⁾⁽³⁾

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. Represents charitable donations of shares of common stock, par value $0.01 per share ("Common Stock") of Santander Consumer USA Holdings, Inc. (the "Issuer") received by the Reporting Person directly through a trust in connection with a series of previously reported in-kind distributions on January 28, 2014, which receipt was exempt from reporting pursuant to Rule 16a-13 of the Securities Exchange Act of 1934, as amended. These shares were previously held by Centerbridge Associates II, L.P. as nominee for the Reporting Person and his trust pending such charitable donations.

2. The Reporting Person is a managing member of Centerbridge GP Investors II, LLC, which is the general partner of Centerbridge Associates II, L.P. which is the general partner of CCP II AIV I, L.P., which is the managing member of Sponsor Auto Finance Super Holdings, LLC, which is a limited partner in Sponsor Auto Finance Holdings Series LP ("Sponsor Holdings LP") and a member of Sponsor Auto Finance GP LLC ("Sponsor GP"), and may be deemed to indirectly beneficially own these shares of Common Stock by virtue of such relationships with Sponsor Holdings LP, which directly holds these shares of Common Stock of the Issuer. The Reporting Person disclaims beneficial ownership over these shares of Common Stock of the Issuer except to the extent of his pecuniary interest therein.

3. (Continued from footnote 2) The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the benefical owner of any securities reported herein.

Remarks:

	/s/ Mark T. Gallogly	02/12/2015
	** 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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