William J. Rainer - Jan 31, 2022 Form 4 Insider Report for Santander Consumer USA Holdings Inc. (SC)

Role
Director
Signature
/s/ William J. Rainer
Stock symbol
SC
Transactions as of
Jan 31, 2022
Transactions value $
$0
Form type
4
Date filed
2/2/2022, 01:41 PM
Previous filing
Jun 8, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SC Common Stock Disposed to Issuer -19.7K -100% 0 Jan 31, 2022 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

William J. Rainer 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 1,340 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.