United States Securities and Exchange Commission
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
SANTANDER CONSUMER USA HOLDINGS INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
80283M 101
(CUSIP Number)
December 31, 2015
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/ x / Rule 13d-1(d)
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CUSIP NO. 80283M 101 13G Page 2
1. Name of Reporting Person: Thomas G. Dundon
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2. Check the appropriate box if a member of a group:
(a)
(b) x
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3. SEC use only
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4. Citizenship or place of organization: USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole Voting Power: 7,239,524
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6. Shared Voting Power: 34,598,506
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7. Sole Dispositive Power: 7,239,524
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8. Shared Dispositive Power: 34,598,506
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
41,838,031(1)
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10. Check if The Aggregate Amount in Row 9 Excludes Certain Shares.
/ / Not applicable.
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11. Percent of Class Represented by Amount in Row (9)
11.7%(1)(2)
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12. Type of Reporting Person: IN
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(1) Includes 34,598,506 shares owned by DDFS LLC, a Delaware
limited liability company solely owned by Thomas G. Dundon, 323,176
shares of restricted stock (16,892 of which may potentially become
exercisable within 60 days of February 16, 2016) and 6,847,379
stock options that are currently exercisable or exercised subject
to required regulatory approval.
(2) Based on 357,945,865 shares of Common Stock outstanding,
as of December 31, 2015, as reported by the Issuer to the Reporing
Person.
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CUSIP NO. 80283M 101 13G Page 3
1. Name of Reporting Person: DDFS LLC
IRS Number: 20-5775288
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2. Check the appropriate box if a member of a group:
(a)
(b) x
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3. SEC use only
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4. Citizenship or place of organization: Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. Sole Voting Power: 0
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6. Shared Voting Power: 34,598,506
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7. Sole Dispositive Power: 0
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8. Shared Dispositive Power: 34,598,506
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
34,598,506(1)
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10. Check if The Aggregate Amount in Row 9 Excludes Certain Shares.
/ / Not applicable.
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11. Percent of Class Represented by Amount in Row (9)
9.7%(1)(2)
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12. Type of Reporting Person:
OO limited liability company
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(1) DDFS LLC is a Delaware limited liability company solely
owned by Thomas G. Dundon.
(2) Based on 357,954,865 shares of Common Stock
outstanding, as of December 31, 2015, as reported
by the Issuer to the Reporting Person.
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CUSIP NO. 80283M 101 13G Page 4
Item 1
(a) Name of Issuer:
Santander Consumer USA Holdings Inc. (the Issuer)
(b) Address of Issuer Principal Executive Offices:
1601 Elm St., Suite 800, Dallas, Texas 75201
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Item 2
(a) Names of Persons Filing:
This Schedule 13G is filed on behalf of
(1) Thomas G. Dundon and (2) DDFS LLC, a Delaware
limited liability company solely owned by Thomas G. Dundon.
The Joint Filing Agreement among the Reporting Persons
to file this Schedule 13G jointly in accordance with
Rule 13d-1(k) of the Exchange Act is attached hereto as
Exhibit 99.1.
(b) Address of Principal Business or, if none, Residence:
2100 Ross Avenue, Suite 800, Dallas, Texas 75201
(c) Citizenship:
Thomas G. Dundon is a citizen of the United States
of America. DDFS LLC is organized under the laws of
the state of Delaware.
(d) Title of Class of Securities:
Common Stock, par value $0.01 per share (the Common Stock)
(e) CUSIP Number: 80283M 101
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Item 3. If statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the person filing is:
Not Applicable
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Item 4. Ownership
The information required by Item 4 is set forth in Rows 5-11
of the cover page hereto and is incorporated herein by reference
for each such Reporting Person.
Santander Holdings USA, Inc. (SHUSA), Thomas G. Dundon
and DDFS LLC are parties to a Shareholders Agreement,
which provides certain board nomination rights to SHUSA
and certain voting obligations in connection with those rights.
Pursuant to a Separation Agreement (the Separation Agreement)
dated July 2, 2015, among Issuer, Santander Consumer USA Inc.
(a wholly owned subsidiary of the Issuer), Banco Santander, S.A.,
SHUSA, DDFS LLC and Mr. Dundon, SHUSA was deemed to have
delivered, as of July 3, 2015, an irrevocable notice to exercise
a call option to purchase the 34,598,506 shares of the Common
Stock owned by DDFS LLC, subject to the receipt of required bank
regulatory approvals and any other approvals required by law
(the Call Transaction). SHUSA is seeking to obtain such
required approvals. Pursuant to and in accordance with the
Separation Agreement, (i) stock options of Mr. Dundon for
the purchase of 6,847,379 shares of Common Stock vested
in full (to the extent they were unvested), (ii) all
6,847,379 stock options were exercised by Mr. Dundon on
July 2, 2015, (iii) 306,304 restricted shares of Mr. Dundon
vested in full (to the extent they were unvested), and
(iv) the service-based vesting requirements applicable to
the 73,114 restricted stock units of Mr. Dundon were waived,
in each case subject to the receipt of required regulatory
approvals. Further, because the Call Transaction was not
consummated prior to October 15, 2015, DDFS LLC is free
to transfer any or all of its shares of Common Stock,
subject to the terms and conditions of the Amended and
Restated Loan Agreement dated as of July 16, 2014,
between DDFS LLC and Banco Santander, S.A.
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
/ / Not applicable
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Item 6. Ownership of More than Five Percent
on Behalf of Another Person: Not applicable
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Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security
being Reported on By the Parent Not applicable
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Item 8. Identification and Classification of
Members of the Group Not applicable
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Item 9. Notice of Dissolution of Group: Not applicable
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Item 10. Certification:
(a) Not applicable
(b) Not applicable
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: February 16, 2016
Thomas G. Dundon
By: /s/ Thomas G. Dundon
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Name: Thomas G. Dundon
DDFS LLC
By: /s/ Thomas G. Dundon
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Name: Thomas G. Dundon
Title: Chief Executive Officer
Exhibit 99.1
Joint Filing Agreement
Pursuant to Rule 13d-1(k) promulgated under
the Securities Exchange Act of 1934, as amended,
the undersigned hereby agree to the joint filing
of this Statement on Schedule 13G including any
amendments thereto. This Joint Filing Agreement
may be executed in any number of counterparts,
each of which shall be deemed an original, but
all of which shall constitute one and the same
instrument.
Dated: February 16, 2016
Thomas G. Dundon
By: /s/ Thomas G. Dundon
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Name: Thomas G. Dundon
DDFS LLC
By: /s/ Thomas G. Dundon
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Name: Thomas G. Dundon
Title: Chief Executive Officer