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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Sponsor Auto Finance Holdings Series LP C/O SANTANDER CONSUMER USA HOLDINGS INC. 8585 NORTH STEMMONS FREEWAY SUITE 1100-N DALLAS, TX 75247 |
X | |||
Sponsor Auto Finance GP LLC C/O SANTANDER CONSUMER USA HOLDINGS INC. 8585 NORTH STEMMONS FREEWAY SUITE 1100-N DALLAS, TX 75247 |
X |
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 | |
**Signature of Reporting Person | Date | |
SPONSOR AUTO FINANCE GP LLC; by: /s/ Matthew Kabaker, Name: Matthew Kabaker, Title: Co-President | 01/30/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. |