This Amendment No. 3 (Amendment No. 3) amends the Schedule 13D
originally filed with the U.S. Securities and Exchange Commission (the SEC) by Banco Santander, S.A., a Spanish bank organized under the laws of the Kingdom of Spain (Santander), and Santander Holdings USA, Inc., a Virginia
corporation and a wholly owned subsidiary of Santander (SHUSA, and together with Santander, the Reporting Persons), on November 17, 2017 as amended by Amendment No. 1 filed with the SEC by Santander and SHUSA on
January 3, 2019 and Amendment No. 2 filed with the SEC by Santander and SHUSA on May 24, 2019 (collectively, the Initial Statement).
The Reporting Persons have not engaged in any transactions in the shares of common stock, par value $0.01 per share (Common Stock),
of Santander Consumer USA Holdings Inc. (SC or the Issuer), a Delaware corporation with its principal executive offices located at 1601 Elm St. Suite #800, Dallas, Texas 75201, since May 24, 2019, the date of Amendment
No. 2. The changes in the Reporting Persons percentage interest and voting interest in the Issuer result solely from a Common Stock repurchase program undertaken by the Issuer, which resulted in a reduction in the total number of shares
of outstanding Common Stock. The Issuer recently concluded that repurchase program.
Item 1. Security and Issuer
This Amendment No. 3 relates to the Common Stock.
Item 2. Identity and Background
(a), (b), (c). The Reporting Persons are Santander and SHUSA.
Santanders principal executive offices are located at Ciudad Grupo Santander, Avda. De Cantabria, s/n 28660, Boadilla del Monte (Madrid)
Spain.
SHUSA, a wholly owned subsidiary of Santander, is the parent company of Santander Bank, National Association, a national
banking association, and owns a majority interest of SC. At December 31, 2018, SHUSA had approximately 16,700 employees.
SHUSAs
principal executive offices are located at 75 State Street, Boston, Massachusetts 02109.
The name, business address, present principal
occupation or employment and citizenship of each director and executive officer of each of Santander and SHUSA is set forth on Schedule A.
(d) and (e). Neither Santander or SHUSA nor any person identified in Item 2(a), (b) and (c) hereof has ever been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding of any judicial or administrative body that resulted in a judgment, decree or final order against such person enjoining him against future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f). Please see Schedule A.
Item 3.
Source and Amount of Funds or Other Consideration
There are no changes to Item 3 from the Initial Statement.