SVB Financial Group
SVB FINANCIAL GROUP (Form: 4, Received: 05/04/2017 21:11:50)
FORM 4
[ ] 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
                                                                                  
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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 *

Wallace Bruce
2. Issuer Name and Ticker or Trading Symbol

SVB FINANCIAL GROUP [ SIVB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Digital Officer
(Last)          (First)          (Middle)

3005 TASMAN DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/2/2017
(Street)

SANTA CLARA, CA 95054
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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)
Code V Amount (A) or (D) Price
Common Stock   5/2/2017     M    354.00   A   (1) 13405.00   D    
Common Stock   5/2/2017     F    185.00   (2) D $178.39   13220.00   D    
Common Stock                  313.00   I   By 401(k)/ESOP  

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Stock Unit   $0.00   2/21/2017     A     V 2737.00   (3)      1/30/2020   2/21/2024   Common Stock   2737.00     (4) 2737.00   D    
Restricted Stock Unit   $0.00   5/2/2017     M         354.00      (5) 5/2/2023   Common Stock   354.00     (1) 1061.00   D    
Restricted Stock Unit   $0.00   5/2/2017     A      892.00         (6) 5/2/2024   Common Stock   892.00     (1) 892.00   D    
Stock Option   $178.39   5/2/2017     A      2874.00         (7) 5/2/2024   Common Stock   2874.00   $178.39   2874.00   D    

Explanation of Responses:
(1)  Each restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.
(2)  Shares withheld by Issuer for payment of tax liability incurred upon vesting of restricted stock units.
(3)  Performance-based restricted stock units (PRSUs) are subject to both performance-based and time-based vesting. The extent to which the PRSU awards are earned will be based on the Company's performance for calendar years 2017-2019 and other considerations, as determined pursuant to the discretion of the Compensation Committee and the 162m Committee. The reported number of shares is the maximum number of shares that may be earned by the reporting person, based on the achievement of 150% of target performance. To the extent deemed earned at the end of the three-year performance period, these PRSUs will be subject to additional time-based vesting and will vest on January 30, 2020.
(4)  Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.
(5)  25%/4yr beginning on 02-May-2017.
(6)  Restricted stock units are subject to annual vesting in equal installments on May 2, 2018, May 2, 2019, May 2, 2020, and May 2, 2021.
(7)  The grant of stock options are subject to annual vesting in four equal installments on the anniversary date of the grant, 25% on each of the successive anniversary dates. The exercise price of the stock options is determined based on the closing price of SVB's common stock on the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wallace Bruce
3005 TASMAN DRIVE
SANTA CLARA, CA 95054


Chief Digital Officer

Signatures
Denise West, Attorney-in-Fact for Bruce Wallace 5/4/2017
** 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).
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