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

Role
Chief Financial Officer
Signature
/s/ Rich Walden, Attorney-in-Fact
Stock symbol
SC
Transactions as of
Jan 31, 2022
Transactions value $
-$387,296
Form type
4
Date filed
2/2/2022, 01:33 PM
Previous filing
Aug 30, 2021
Next filing
Nov 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SC Common Stock Disposed to Issuer -73.1K -100% 0 Jan 31, 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SC Stock option (right to buy) Disposed to Issuer -$387K -19.6K -100% $19.76 0 Jan 31, 2022 Common Stock 19.6K $21.74 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Fahmi Karam 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 17,747 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.
F3 20% of the options became exercisable on each of September 22, 2016, 2017, 2018, 2019 and 2020.
F4 Pursuant to the Merger Agreement, each option was cancelled and converted into the right to receive the difference between $41.50 and the exercise price per share of the option, less any required withholding taxes.