Santander Consumer USA Holdings Inc. (Form: 4, Received: 09/10/2014 16:40:12)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* KKR Fund Holdings 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) _____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 9 WEST 57TH ST., SUITE 4200	3. Date of Earliest Transaction (MM/DD/YYYY) 9/8/2014
(Street) NEW YORK, NY 10019 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	9/8/2014		S		5023976.52	D	$18.65 ⁽¹⁾	0	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	This amount represents the $18.68 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 $0.03 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. Prior to 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 held interests in the Issuer through Sponsor Holdings LP. Following the sale reported herein, affiliates of Kohlberg Kravis Roberts & Co. L.P. no longer hold any interest in the Issuer through Sponsor Holdings LP.
(3)	KKR SCUSA Holdings L.P. may have been deemed to indirectly beneficially own these shares of Common Stock by virtue of its interests in Sponsor GP and Sponsor Holdings LP. The sole general partner of KKR SCUSA Holdings L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Henry R. Kravis and George R. Roberts.
(4)	Each of the Reporting Persons, Sponsor GP and each of the other entities or persons described herein as having interests in Sponsor Holdings LP disclaims beneficial ownership of the securities reported herein, except to the extent of such person or entity's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, such persons or entities are the beneficial owners of any securities reported herein.
(5)	Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR SCUSA Holdings L.P., KKR Associates 2006 L.P. and KKR 2006 GP LLC have filed a separate Form 4.

Remarks:
(6) Mr. Gallagher is signing in his capacity as attorney-in-fact for William J. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P. (7) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited. (8) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Group Limited, the general partner of KKR Group Holdings L.P. (9) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Group Limited. (10) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, Chief Financial Officer of KKR Management LLC, the general partner of KKR & Co. L.P. (11) Mr. Gallagher is signing in his capacity as attorney-in-fact for Mr. Janetschek, Chief Financial Officer of KKR Management LLC. (12) Mr. Gallagher is signing in his capacity as attorney-in-fact for Henry R. Kravis. (13) Mr. Gallagher is signing in his capacity as attorney-in-fact for George R. Roberts.

Exhibit 24: Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KKR Fund Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH ST., SUITE 4200 NEW YORK, NY 10019		X
ROBERTS GEORGE R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 2800 SAND HILL ROAD MENLO PARK, CA 94025		X
KKR Fund Holdings GP Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH ST., SUITE 4200 NEW YORK, NY 10019		X
KKR Group Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH ST., SUITE 4200 NEW YORK, NY 10019		X
KKR Group Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH ST., SUITE 4200 NEW YORK, NY 10019		X
KKR & Co. L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH ST., SUITE 4200 NEW YORK, NY 10019		X
KKR Management LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH ST., SUITE 4200 NEW YORK, NY 10019		X
KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH ST., SUITE 4200 NEW YORK, NY 10019		X

Signatures
KKR FUND HOLDINGS L.P., by: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact (6)		9/10/2014
^** Signature of Reporting Person		Date
KKR FUND HOLDINGS GP LIMITED, by: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact (7)		9/10/2014
^** Signature of Reporting Person		Date
KKR GROUP HOLDINGS L.P., by: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact (8)		9/10/2014
^** Signature of Reporting Person		Date
KKR GROUP LIMITED, by: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact (9)		9/10/2014
^** Signature of Reporting Person		Date
KKR & CO. L.P., by: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact (10)		9/10/2014
^** Signature of Reporting Person		Date
KKR MANAGEMENT LLC, by: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact (11)		9/10/2014
^** Signature of Reporting Person		Date
HENRY R. KRAVIS, by: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact (12)		9/10/2014
^** Signature of Reporting Person		Date
GEORGE R. ROBERTS, by: /s/ Terence P. Gallagher, Name: Terence P. Gallagher, Title: Attorney-in-fact (13)		9/10/2014
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

                                                                      Exhibit 24



                                POWER OF ATTORNEY

Know all men by these presents that Henry R. Kravis does hereby make, constitute
and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and
Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of
the undersigned with full powers of substitution and revocation, for and in the
name, place and stead of the undersigned (both in the undersigned's individual
capacity and as a manager or member of any limited liability company, as a
partner of any partnership, as an officer of any corporate or other entity, or
in the undersigned's capacity in a position similar to the foregoing at any
entity, in each case, for which the undersigned is otherwise authorized to
sign), to execute and deliver such forms, schedules, statements and other
documents as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h)
and 16(a) of the Securities Exchange Act of 1934, as amended, including without
limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and
Form 5 and (ii) in connection with any applications for EDGAR access codes,
including without limitation the Form ID.

                                        /s/ Henry R. Kravis
                                        ---------------------------------------
                                        Name: Henry R. Kravis

Date: May 28, 2014


                                POWER OF ATTORNEY

Know all men by these presents that George R. Roberts does hereby make,
constitute and appoint William J. Janetschek, David J. Sorkin, Terence P.
Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful
attorney-in-fact of the undersigned with full powers of substitution and
revocation, for and in the name, place and stead of the undersigned (both in the
undersigned's individual capacity and as a manager or member of any limited
liability company, as a partner of any partnership, as an officer of any
corporate or other entity, or in the undersigned's capacity in a position
similar to the foregoing at any entity, in each case, for which the undersigned
is otherwise authorized to sign), to execute and deliver such forms, schedules,
statements and other documents as may be required to be filed from time to time
with the Securities and Exchange Commission with respect to: (i) Sections 13(d),
13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as
amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F,
Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications
for EDGAR access codes, including without limitation the Form ID.

                                        /s/ George R. Roberts
                                        ---------------------------------------
                                        Name: George R. Roberts

Date: May 28, 2014


                                POWER OF ATTORNEY

Know all men by these presents that William J. Janetschek does hereby make,
constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher B.
Lee, or any one of them, as a true and lawful attorney-in-fact of the
undersigned with full powers of substitution and revocation, for and in the
name, place and stead of the undersigned (both in the undersigned's individual
capacity and as a manager or member of any limited liability company, as a
partner of any partnership, as an officer of any corporate or other entity, or
in the undersigned's capacity in a position similar to the foregoing at any
entity, in each case, for which the undersigned is otherwise authorized to
sign), to execute and deliver such forms, schedules, statements and other
documents as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h)
and 16(a) of the Securities Exchange Act of 1934, as amended, including without
limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and
Form 5 and (ii) in connection with any applications for EDGAR access codes,
including without limitation the Form ID.

                                        /s/ William J. Janetschek
                                        ---------------------------------------
                                        Name: William J. Janetschek

Date: May 28, 2014

No data