Banco Santander, S.A. - 27 Jan 2022 Form 4 Insider Report for Santander Consumer USA Holdings Inc.

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
31 Jan 2022, 07:15:16 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Javier Illescas

Key filing fact

Banco Santander, S.A. filed Form 4 for Santander Consumer USA Holdings Inc. on 31 Jan 2022.

Key facts

  • This page summarizes Banco Santander, S.A.'s Form 4 filing for Santander Consumer USA Holdings Inc..
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 31 Jan 2022, 07:15.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: +$588,653,181.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SC transaction

Common Stock

Purchase

Transaction value
$588,653,181
Shares
+14,184,414
Change %
+5.8%
Price
$41.50
Shares after
259,777,969
Date
27 Jan 2022
Ownership
See note (2) in Explanation of Responses below.
Footnotes
F1, F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 2 footnotes

Footnote 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. ("SHUSA") and an indirect wholly owned subsidiary of Banco Santander, S.A. (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 SHUSA, 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of the Offer at 5:00 p.m., New York City time, on January 27, 2022, 14,184,414 shares had been tendered and not validly withdrawn pursuant to the Offer (including shares subject to guaranteed delivery). Purchaser accepted for purchase all shares tendered and not validly withdrawn pursuant to the Offer.

Footnote F2

This number reflects 245,593,555 shares owned directly by SHUSA, a wholly owned subsidiary of 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, an indirect 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 SHUSA and an indirect wholly owned subsidiary of the Reporting Person.

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