Mahesh Aditya - Jan 31, 2022 Form 4 Insider Report for Santander Consumer USA Holdings Inc. (SC)

Role: President and CEO, Director
Signature: /s/ Rich Walden, Attorney-in-Fact
Stock symbol: SC
Transactions as of: Jan 31, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/2/2022, 01:33 PM
Previous filing: May 24, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SC	Common Stock	Disposed to Issuer		-52.8K	-100%		0	Jan 31, 2022	Direct	F1, F2

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

Mahesh Aditya is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of pursuant to the closing, on January 31, 2022, of the merger ("Merger") whereby Max Merger Sub, Inc. ("Merger Sub") merged with and into the Issuer, pursuant to the Agreement and Plan of Merger, dated August 23, 2021 (the "Merger Agreement"), by and between the Issuer, Santander Holdings USA, Inc. ("Parent") and Merger Sub. Pursuant to the Merger Agreement, each share of Common Stock held by the Reporting Person (other than restricted stock units of the Issuer ("Company RSUs")) was converted into the right to receive $41.50 (the "per share price"), less any required withholding taxes, in the form of American Depositary Shares of Banco Santander ("ADRs"). The number of shares reported includes 27,828 Company RSUs.
F2	(Continued From Footnote 1)Under the Merger Agreement, each Company RSU outstanding immediately prior to the effective time of the Merger was canceled and replaced with a restricted stock unit award providing the holder a right to receive a number of ADRs equal to the per share price divided by the closing value of an ADR immediately before the signing date.

Content

Disposed of pursuant to the closing, on January 31, 2022, of the merger ("Merger") whereby Max Merger Sub, Inc. ("Merger Sub") merged with and into the Issuer, pursuant to the Agreement and Plan of Merger, dated August 23, 2021 (the "Merger Agreement"), by and between the Issuer, Santander Holdings USA, Inc. ("Parent") and Merger Sub. Pursuant to the Merger Agreement, each share of Common Stock held by the Reporting Person (other than restricted stock units of the Issuer ("Company RSUs")) was converted into the right to receive $41.50 (the "per share price"), less any required withholding taxes, in the form of American Depositary Shares of Banco Santander ("ADRs"). The number of shares reported includes 27,828 Company RSUs.

(Continued From Footnote 1)Under the Merger Agreement, each Company RSU outstanding immediately prior to the effective time of the Merger was canceled and replaced with a restricted stock unit award providing the holder a right to receive a number of ADRs equal to the per share price divided by the closing value of an ADR immediately before the signing date.