Edgar Filing: Santander Consumer USA Holdings Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â Popp Jennifer

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2014

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

(Last)

(First)

(Middle)

C/O SANTANDER CONSUMER USA HOLDINGS INC.,Â 8585 NORTH STEMMONS FREEWAY SUITE 1100-N

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

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

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

(Street)

DALLAS,Â TXÂ 75247

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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,912	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock option (right to buy)	Â ⁽¹⁾	07/16/2022	Common Stock	36,119	$ 9.21	D	Â
Stock option (right to buy)	Â ⁽²⁾	07/16/2022	Common Stock	25,079	$ 9.21	D	Â
Stock option (right to buy)	Â ⁽²⁾	07/16/2022	Common Stock	11,066	$ 12.1	D	Â
Stock option (right to buy)	Â ⁽³⁾	01/22/2024	Common Stock	19,999	$ 24	D	Â
Stock option (right to buy)	Â ⁽⁴⁾	01/22/2024	Common Stock	6,666	$ 24	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Popp Jennifer C/O SANTANDER CONSUMER USA HOLDINGS INC. 8585 NORTH STEMMONS FREEWAY SUITE 1100-N DALLAS,Â TXÂ 75247	Â	Â	Â Chief Accounting Officer	Â

Signatures

/s/ Eldridge A. Burns, Jr., Attorney-in-Fact		01/22/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Granted pursuant to the Santander Consumer USA Inc. 2011 Management Equity Plan. The stock option award is time vested generally based on continued service and is scheduled to vest 24.39% on the second through fifth anniversaries of the grant of date, which grant occurred on July 16, 2012. 2.44% of the options vested on July 16, 2013 and are currently exercisable.
(2)	Granted pursuant to the Santander Consumer USA Inc. 2011 Management Equity Plan. The stock option award is time vested, generally based on continued service, and performance vested. Subject to the company's achievement of certain performance targets, the award is scheduled to vest 24.39% on December 31 of each of 2014, 2015, and 2016. 2.44% of the options vested on December 31, 2012 and 24.39% of the options vested on December 31, 2013; these vested options are currently exercisable.
(3)	Granted pursuant to the Santander Consumer USA Inc. 2013 Omnibus Incentive Plan. The stock option award is time vested, generally based on continued service, and is scheduled to vest in equal installments on each of the first through fifth anniversaries of the date of grant, which was January 22, 2014.
(4)	Granted pursuant to the Santander Consumer USA Inc. 2013 Omnibus Incentive Plan. The stock option award is time vested, generally based on continued service, and performance vested. Subject to the company's achievement of certain performance targets, the award is scheduled to vest in equal installments on each of the first through fifth anniversaries of the date of grant, which was January 22, 2014.
Â Remarks: ExhibitÂ List:Â ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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