SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sajnani Sunil

(Last)

(First)

(Middle)

C/O SANTANDER CONSUMER USA HOLDINGS INC.

1601 ELM STREET, SUITE 800

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2019

3. Issuer Name and Ticker or Trading Symbol
Santander Consumer USA Holdings Inc. [ SC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Please see remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	26,748⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock option (right to buy)	⁽⁸⁾	06/17/2025	Common Stock	19,300	$25.89	D

Explanation of Responses:

1. Includes 14,638 shares of Common Stock that settled upon the vesting of restricted stock units (RSUs) under the Santander Consumer USA Holdings Inc. Omnibus Incentive Plan (the "Plan") as described in footnotes 2-7.

2. Includes 2,121 RSUs that were granted on March 22, 2016 under the Plan. One-third of the RSU award vested on each of March 22, 2017 and 2018 and one-third of the RSU award is scheduled to vest on March 22, 2019. After the shares subject to the RSUs vest and are settled, they remain subject to transfer and sale restrictions for a period of one year.

3. Includes 708 RSUs that were granted under the Plan. 60% of the RSUs vested at grant on April 5, 2016 and 13.33% of the RSUs vested on each of April 5, 2017 and 2018. The remaining 13.33% of the RSUs are scheduled to vest on April 5, 2018. After the shares subject to the RSUs vest and are settled, they remain subject to transfer and sale restrictions for a period of one year.

4. Includes 1,140 RSUs that were granted on November 1, 2016 under the Plan. The RSU award is scheduled to vest on March 15, 2019, subject to satisfying performance metrics described in the applicable award agreement. After the shares subject to the RSUs vest and are settled, they remain subject to transfer and sale restrictions for a period of one year.

5. Includes 1,004 RSUs that were granted under the Plan. 60% of the RSUs vested at grant on March 1, 2017 and 13.33% of the RSUs vested on each of March 1, 2018 and 2019. The remaining 13.33% of the RSUs are scheduled to vest on March 1, 2020. After the shares subject to the RSUs vest and are settled, they remain subject to transfer and sale restrictions for a period of one year.

6. Includes 3,044 RSUs that were granted under the Plan. 60% of the RSUs vested at grant on March 1, 2018 and 13.33% of the RSUs vested on March 1, 2019. The remaining 26.66% of the RSUs are scheduled to vest in equal installments on each of March 1, 2020 and 2021. After the shares subject to the RSUs vest and are settled, they remain subject to transfer and sale restrictions for a period of one year.

7. Includes 4,093 RSUs that were granted under the Plan. 60% of the RSUs vested at grant on March 1, 2019. The remaining 40% of the RSUs are scheduled to vest in equal installments on each of March 1, 2020, 2021 and 2022. After the shares subject to the RSUs vest and are settled, they remain subject to transfer and sale restrictions for a period of one year.

8. Granted pursuant to the Plan on June 17, 2015. 20% of the options became exercisable on each of June 17, 2016, 2017 and 2018 and 20% of the options are scheduled to become exercisable on each of June 17, 2019 and 2020.

Remarks:

Officer title: Head of Digital and Service for Others Exhibit List: Ex. 24- Power of Attorney

	/s/ Sunil Sajnani	03/12/2019
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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