Santander Holdings USA, Inc. - Jan 27, 2022 Form 4 Insider Report for Santander Consumer USA Holdings Inc. (SC)

Role: 10%+ Owner
Signature: /s/ Gerard A. Chamberlain
Stock symbol: SC
Transactions as of: Jan 27, 2022
Transactions value $: $588,653,181
Form type: 4
Date filed: 1/31/2022, 07:15 AM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SC	Common Stock	Purchase	$589M	+14.2M	+5.78%	$41.50	260M	Jan 27, 2022	See note (2) in Explanation of Responses below.	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to an Agreement and Plan of Merger dated as of August 23, 2021, on September 7, 2021, Max Merger Sub, Inc. ("Purchaser"), a Delaware corporation and a direct wholly owned subsidiary of Santander Holdings USA, Inc. (the "Reporting Person"), commenced a tender offer (the "Offer") to acquire all of the outstanding shares of common stock of Santander Consumer USA Holdings Inc. ("SC") not already owned by the Reporting Person, at a purchase price of $41.50 per share. As of the expiration of the Offer at 5:00 p.m., New York City time, on January 27, 2022, 14,184,414 shares had been tendered and not validly withdrawn pursuant to the Offer (including shares subject to guaranteed delivery). Purchaser accepted for purchase all shares tendered and not validly withdrawn pursuant to the Offer.
F2	This number reflects 245,593,555 shares owned directly by the Reporting Person, and 14,184,414 shares, which were tendered in the Offer and accepted for purchase on January 27, 2022, and thereupon owned by Purchaser, a direct wholly owned subsidiary of the Reporting Person. Following Purchaser's acceptance for purchase of shares tendered in the Offer, on January 31, 2022, Purchaser was merged with and into SC, with SC surviving the merger as a direct wholly owned subsidiary of the Reporting Person.

Content

Pursuant to an Agreement and Plan of Merger dated as of August 23, 2021, on September 7, 2021, Max Merger Sub, Inc. ("Purchaser"), a Delaware corporation and a direct wholly owned subsidiary of Santander Holdings USA, Inc. (the "Reporting Person"), commenced a tender offer (the "Offer") to acquire all of the outstanding shares of common stock of Santander Consumer USA Holdings Inc. ("SC") not already owned by the Reporting Person, at a purchase price of $41.50 per share. As of the expiration of the Offer at 5:00 p.m., New York City time, on January 27, 2022, 14,184,414 shares had been tendered and not validly withdrawn pursuant to the Offer (including shares subject to guaranteed delivery). Purchaser accepted for purchase all shares tendered and not validly withdrawn pursuant to the Offer.

This number reflects 245,593,555 shares owned directly by the Reporting Person, and 14,184,414 shares, which were tendered in the Offer and accepted for purchase on January 27, 2022, and thereupon owned by Purchaser, a direct wholly owned subsidiary of the Reporting Person. Following Purchaser's acceptance for purchase of shares tendered in the Offer, on January 31, 2022, Purchaser was merged with and into SC, with SC surviving the merger as a direct wholly owned subsidiary of the Reporting Person.