Edgar Filing: Santander Consumer USA Holdings Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Sponsor Auto Finance - WP, L.P.

2. Issuer Name and Ticker or Trading Symbol
Santander Consumer USA Holdings Inc. [SC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O WARBURG PINCUS & CO., 450 LEXINGTON AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2014

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	01/28/2014		S		24,392,927	D	$ 23.04 ⁽¹⁾	5,023,976.52	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sponsor Auto Finance - WP, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
Warburg Pincus (Bermuda) Private Equity X, LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
WARBURG PINCUS (BERMUDA) PRIVATE EQUITY X, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
Warburg Pincus (Bermuda) X, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
Warburg Pincus (Bermuda) X, Ltd. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
Warburg Pincus (Bermuda) Private Equity Ltd. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017	X	X
WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY 10017		X
KAYE CHARLES R C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017		X
Landy Joseph P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK, NY 10017		X

Signatures

SPONSOR AUTO FINANCE - WP, L.P., By: WARBURG PINCUS (BERMUDA) PRIVATE EQUITY X, LLC, its general partner, by /s/ Steven G. Glenn, Name: Steven G. Glenn, Title: Vice President and Assistant Secretary		01/30/2014
^**Signature of Reporting Person		Date
WARBURG PINCUS (BERMUDA) PRIVATE EQUITY X, LLC, by /s/ Steven G. Glenn, Name: Steven G. Glenn, Title: Vice President and Assistant Secretary		01/30/2014
^**Signature of Reporting Person		Date
WARBURG PINCUS (BERMUDA) PRIVATE EQUITY X, L.P., By: WARBURG PINCUS (BERMUDA) X, L.P., its general partner, By: WARBURG PINCUS (BERMUDA) X, LTD., its general partner, by /s/ Steven G. Glenn, Name: Steven G. Glenn, Title: Director		01/30/2014
^**Signature of Reporting Person		Date
WARBURG PINCUS (BERMUDA) X, L.P., By: WARBURG PINCUS (BERMUDA) X, LTD., its general partner, by /s/ Steven G. Glenn, Name: Steven G. Glenn, Title: Director		01/30/2014
^**Signature of Reporting Person		Date
WARBURG PINCUS (BERMUDA) X, LTD., by /s/ Steven G. Glenn , Name: Steven G. Glenn, Title: Director		01/30/2014
^**Signature of Reporting Person		Date
WARBURG PINCUS (BERMUDA) PRIVATE EQUITY LTD., by /s/ Steven G. Glenn, Name: Steven G. Glenn, Title: Authorized Signatory		01/30/2014
^**Signature of Reporting Person		Date
WARBURG PINCUS LLC, by /s/ Steven G. Glenn, Name: Steven G. Glenn, Title: Managing Director		01/30/2014
^**Signature of Reporting Person		Date
CHARLES R. KAYE, by /s/ Steven G. Glenn, Name: Steven G. Glenn, Title: Attorney-in-fact*		01/30/2014
^**Signature of Reporting Person		Date
JOSEPH P. LANDY, by /s/ Steven G. Glenn, Name: Steven G. Glenn, Title: Attorney-in-fact*		01/30/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This amount represents the $24.00 initial public offering price per share of common stock, par value $0.01 per share ("Common Stock"), of Santander Consumer USA Holdings Inc. (the "Issuer"), less the underwriting discount of $0.96 per share of Common Stock.
(2)	Sponsor Auto Finance Holdings Series LP ("Sponsor Holdings LP") directly holds all of the shares of Common Stock of the Issuer reported herein. Sponsor Auto Finance GP LLC ("Sponsor GP") is the general partner of Sponsor Holdings LP. Following the sale reported herein, a private investor group, including affiliates of each of Kohlberg Kravis Roberts & Co. L.P., Centerbridge Partners, L.P. and Warburg Pincus LLC hold interests in the Issuer through Sponsor Holdings LP.
(3)	Sponsor Auto Finance - WP, L.P., a Delaware limited partnership ("Sponsor Auto WP") may be deemed to indirectly beneficially own these shares of Common Stock of the Issuer by virtue of the interests it holds in Sponsor GP and Sponsor Holdings LP. Common Stock of the Issuer beneficially owned by Sponsor Auto WP may also be deemed to be beneficially owned by Warburg Pincus (Bermuda) Private Equity X, L.P., a Bermuda exempted limited partnership ("WP (Bermuda) LP"), via a wholly owned affiliated entity. Warburg Pincus (Bermuda) Private Equity X, LLC, a Delaware limited liability company ("WP (Bermuda) PE X"), is the general partner of Sponsor Auto WP, and WP (Bermuda) LP, is the sole member of WP (Bermuda) PE X. Warburg Pincus (Bermuda) X, L.P., a Bermuda exempted limited partnership ("WP (Bermuda) X LP"), is the general partner of WP (Bermuda) LP. (continued in Footnote 4)
(4)	Warburg Pincus (Bermuda) X, Ltd., a Bermuda exempted company ("WP (Bermuda) X Ltd."), is the general partner of WP (Bermuda) X LP. Warburg Pincus (Bermuda) Private Equity Ltd., a Bermuda exempted company ("WP (Bermuda) PE Ltd."), wholly owns WP (Bermuda) X Ltd. WP (Bermuda) LP is managed by Warburg Pincus LLC, a New York limited liability company ("WP LLC") and together with Sponsor Auto WP, WP (Bermuda) PE X, WP (Bermuda) LP, WP (Bermuda) X LP, WP (Bermuda) X Ltd. and WP (Bermuda) PE Ltd., the "Warburg Pincus Entities"). Charles R. Kaye and Joseph P. Landy are the Co-Chairmen of WP (Bermuda) PE Ltd. and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities. Each of Messrs. Kaye and Landy, together with the Warburg Pincus Entities are collectively referred to herein as the "Warburg Pincus Reporting Persons."
(5)	Each Warburg Pincus Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its pecuniary interest in such shares of Common Stock. Sponsor Auto WP, WP (Bermuda) PE X, WP (Bermuda) LP, WP (Bermuda) X LP, WP (Bermuda) X Ltd. and WP (Bermuda) PE Ltd. are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Information with respect to each Warburg Pincus Reporting Person is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Exchange Act or otherwise, such persons or entities are the beneficial owners of any of the securities reported herein.
Remarks: Due to the limitations on the number of Reporting Persons allowed on Form 4, Warburg Pincus X Partners, L.P., a Delaware limited partnership and its affiliates, who may be deemed to beneficially own shares of Common Stock of the Issuer, report such beneficial ownership on a separate Form 4. * The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum Holdings, Inc. and is hereby incorporated by reference.

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