SEC Division of Trading and Markets no-action letter: Banco Santander, S.A.

UNITED STATES

SECURITI ES AND EXCHANGE COMMISSION

W ASH I NGTON, DC 20549

DIVI S ION OF
TRADIN G AND MAR KETS September 18,2014
Nicholas A. Kronfeld

Davis Polk & Wardwell LLP

450 Lexington A venue
New York, NY 10017
Re: Banco Santander, S.A.

File No. TP 14-15

Dear Mr. Kronfeld:
In your letter dated September 18, 2014, as supplemented by conversations with the staff, you request on behalf ofBanco Santander, S.A., a bank organized under the laws of the Kingdom of Spain ("Santander Spain"), an exemption from Rules 101 and 102 of Regulation M under the Securities Exchange Act of 1934 ("Exchange Act") in connection with transactions by Santander Spain and its affiliates in the ordinary shares of Santander Spain ("the "Santander Spain Shares") during the distribution of Santander Spain Shares, in the form ofAmerican Depositary Shares (the "Santander Spain ADSs") or Brazilian Depository Shares ("Santander Spain BDSs"), to be made by Santander Spain to shareholders ofBanco Santander (Brasil) S.A. ("Santander Brasil"), in connection with the proposed exchange offers by Santander Spain (the "Exchange Offers") as described in your letter. You seek an exemption to permit Santander Spain and its affiliates to conduct specified transactions outside the United States ("U.S.") in Santander Spain Shares and Santander Spain ADSs and Santander Spain BDSs during the distribution of Santander Spain ADSs and Santander Spain BDSs in connection with the Exchange Offers. Specifically, you request that: (i) the Market Making Subsidiary be permitted to continue to engage in market making activities as described in your letter; (ii) the Derivatives Market Participants be permitted to continue to engage in derivatives market-making and hedging activities as described in your letter; (iii) the Asset Managers be permitted to continue to engage in asset management activities as described in your letter; (iv) the Insurance Company be permitted to continue to engage in insurance activities as described in your letter; and (v) the Non-U.S. Brokerage Units be permitted to continue to engage in unsolicited brokerage activities as described in your letter. You also seek an exemption to permit certain Santander Spain affiliates to conduct specified transactions in the U.S. in Santander Spain Shares and Santander Spain ADSs during the distribution of Santander Spain ADSs and Santander Spain BDSs in connection with the Exchange Offers. Specifically, you request that: (i) the Puerto Rico Asset