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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/26/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/26/2014 | S | 200,000 | D | $18.75 | 1,844,625 | I | See footnotes(1)(2)(3) | ||
Common Stock, par value $0.01 per share | 11/28/2014 | S | 200,000 | D | $18.7 | 1,644,625 | I | See footnotes(1)(2)(3) | ||
Common Stock, par value $0.01 per share | 12/01/2014 | S | 25,000 | D | $18.7 | 1,619,625 | I | See footnotes(1)(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Sponsor Auto Finance Holdings Series LP ("Sponsor Holdings LP") directly holds all of the shares of common stock of Santander Consumer USA Holdings Inc. reported herein. Sponsor Auto Finance GP LLC ("Sponsor GP") is the general partner of Sponsor Holdings LP. |
2. Sponsor Auto Finance Super Holdings, LLC may be deemed to indirectly beneficially own these shares of common stock by virtue of its interests in Sponsor GP and Sponsor Holdings LP. The managing member of Sponsor Auto Finance Super Holdings, LLC is CCP II AIV I, L.P., and the sole general partner of CCP II AIV I, L.P. is Centerbridge Associates II, L.P. The sole general partner of Centerbridge Associates II, L.P. is Centerbridge GP Investors II, LLC. The managing members of Centerbridge GP Investors II, LLC are Jeffrey H. Aronson and Mark T. Gallogly. |
3. Each of the Reporting Persons, Sponsor GP and each of the other entities or persons described herein as having interests in Sponsor Holdings LP disclaims beneficial ownership of the securities reported herein, except to the extent of such person or entity's pecuniary interest therein. 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, such persons or entities are the beneficial owners of any securities reported herein. |
Remarks: |
SPONSOR AUTO FINANCE SUPER HOLDINGS, LLC By: CCPII AIV I, L.P. By: Centerbridge Associates II, L.P, By: Centerbridge GP Investors II, LLC By: /s/ Mark T.Gallogly, Name: Mark T. Gallogly, Title: Authorized Signatory | 12/01/2014 | |
CCP II AIV I, L.P. By: Centerbridge Associates II, L.P, By: Centerbridge GP Investors II, LLC By: /s/ Mark T.Gallogly, Name: Mark T. Gallogly, Title: Authorized Signatory | 12/01/2014 | |
CENTERBRIDGE ASSOCIATES II, L.P. By: Centerbridge GP Investors II, LLC By: /s/ Mark T.Gallogly, Name: Mark T. Gallogly, Title: Authorized Signatory | 12/01/2014 | |
CENTERBRIDGE GP INVESTORS II, LLC, By: /s/ Mark T.Gallogly, Name: Mark T. Gallogly, Title: Authorized Signatory | 12/01/2014 | |
JEFFREY H. ARONSON, By: /s/ Jeffrey H. Aronson | 12/01/2014 | |
MARK T. GALLOGLY, By: /s/ Mark T. Gallogly | 12/01/2014 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |