Sec Form 4/A Filing - Dundon Thomas G. @ Santander Consumer USA Holdings Inc. - 2017-11-15

FORM 4/A 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 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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1. Name and Address of Reporting Person Dundon Thomas G. 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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SANTANDER CONSUMER USA, 8585 N. STEMMONS FREEWAY, 1100-N 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2017 (Street) DALLAS, TX75247 4. If Amendment, Date Original Filed (MM/DD/YY) 11/17/2017 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/15/2017 S( 1 )( 2 )( 3 ) 34,598,506 D $ 27.225 ( 4 ) 0 I by DDFS LLC Common Stock 11/15/2017 X 4,628,169 A $ 9.21 5,061,557 D Common Stock 11/15/2017 X 1,459,438 A $ 12.1 6,520,995 D Common Stock 11/15/2017 O 759,773 A $ 24 7,280,768 D Common Stock 11/15/2017 H( 5 ) 6,847,380 D $ 19.18 ( 5 ) 433,388 D Common Stock 12/31/2013( 6 ) F 128,495 D $ 26.2 304,893 D Common Stock 04/10/2015( 6 ) F 7,078 D $ 10.36 297,815 D Common Stock 04/10/2015( 6 ) F 7,078 D $ 12.29 290,737 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 9.21 11/15/2017 X 4,628,169 07/02/2015( 7 ) 07/02/2018( 7 ) Common Stock 4,628,169 $ 0 2,219,211 D Stock Option (Right to Buy) $ 12.1 11/15/2017 X 1,459,438 07/02/2015( 7 ) 07/02/2018( 7 ) Common Stock 1,459,438 $ 0 759,773 D Stock Option (Right to Buy) $ 24 11/15/2017 O 759,773 07/02/2015( 7 ) 07/02/2018( 7 ) Common Stock 759,773 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dundon Thomas G. C/O SANTANDER CONSUMER USA 8585 N. STEMMONS FREEWAY, 1100-N DALLAS, TX75247 X Signatures /s/ Thomas G. Dundon 11/17/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 2, 2015, Santander Consumer USA Holdings Inc. ("SC"), Santander Holdings USA, Inc.'s ("SHUSA's") majority-owned subsidiary, announced the departure of Thomas G. Dundon from his roles as the Chairman of SC's Board of Directors and Chief Executive Officer of SC. In connection with his departure, on July 2, 2015, Mr. Dundon entered into a Separation Agreement with SC, DDFS LLC ("DDFS"), SHUSA, Santander Consumer USA Inc. (SC's wholly-owned subsidiary) and Banco Santander, S.A. ("Santander") (as subsequently amended, the "Separation Agreement"). In connection with, and pursuant to, the Separation Agreement, on July 2, 2015, SC, SHUSA, DDFS, Mr. Dundon and Santander agreed to the exercise of the call option provided for in the Shareholders Agreement dated as of January 28, 2014 among SC, SHUSA, DDFS, Mr. Dundon, Sponsor Auto Finance Holdings Series LP and, solely for certain sections set forth therein, Santander (as amended, the "Shareholders Agreement"). ( 2 )Pursuant to the Separation Agreement, SHUSA was deemed to have delivered as of July 3, 2015, an irrevocable notice to exercise the call option with respect to the 34,598,506 shares of Common Stock owned by DDFS and to consummate the transactions contemplated by such call option notice, subject to required bank regulatory approvals and any other approvals required by law being obtained (the "Call Transaction"), at a price per share of Common Stock of $26.17, subject to certain adjustments. On August 31, 2016, in accordance with the Shareholders Agreement, Santander exercised its option to assume SHUSA's obligations to purchase the 34,598,506 shares of Common Stock in respect of the Call Transaction. ( 3 )On November 15, 2017, SC, DDFS, Mr. Dundon, SHUSA, Santander Consumer, and Santander entered into a Settlement Agreement and Release (the "Settlement Agreement"), and thereafter Santander completed the purchase of the 34,598,506 shares of Common Stock in the Call Transaction and contributed those to SHUSA. ( 4 )Under the Separation Agreement and the Settlement Agreement, the call price was $26.17, as adjusted in accordance with Section 5(f) of the Separation Agreement, resulting in the Call Transaction being consummated for a total of $941,945,420. ( 5 )Under the Separation Agreement and the Settlement Agreement, the options were settled for a net cash payment of $52,799,417. ( 6 )The shares were withheld in connection with the consummation of the Separation Agreement and the Settlement Agreement on November 15, 2017. ( 7 )Under the Separation Agreement, all options became fully vested and remained exercisable through July 2, 2018.

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