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^*

Allgood Shawn

(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)
07/19/2019

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	22,889⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	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)

Explanation of Responses:

1. Includes 10,033 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 2-4.

2. Includes 5,209 RSUs that were granted on May 1, 2017 under the Plan. One-third of the original award of 15,625 RSUs vested on each of May 1, 2018 and 2019, and one-third of the RSU award is scheduled to vest on May 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.

3. Includes 3,412 RSUs that were granted under the Plan. 60% of the original RSU award of 12,793 RSUs vested at grant on March 1, 2018 and 13.34% of the RSU award vested on March 1, 2019. 13.33% of the RSU award is scheduled to vest 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.

4. Includes 4,235 RSUs that were granted under the Plan. 60% of the original RSU award of 10,587 RSUs vested at grant on March 1, 2019. 13.34% of the RSU award is scheduled to vest on March 1, 2020 and 13.33% of the RSU award is scheduled to vest on each of March 1, 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.

Remarks:

Officer title: Head of Chrysler Capital and Auto Relationships Exhibit List: Ex. 24 - Power of Attorney

	/s/ Shawn Allgood	07/26/2019
	** 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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