8-A12G/A

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

Amendment No. 6

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

SVB FINANCIAL GROUP

(Exact name of Registrant as specified in its charter)

Delaware	91-1962278
(State of incorporation or organization)	(I.R.S. Employer I.D. Number)

3003 Tasman Drive

Santa Clara, CA 95054-1191

(Address of principal executive offices)

Securities to be registered pursuant to Section 12(g) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
None	None

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  ¨

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  x

Securities Act registration statement file number to which this form relates (if applicable): Not applicable.

Securities to be registered pursuant to Section 12(g) of the Act:

Preferred Stock Purchase Rights

(Title of class)

AMENDMENT NO. 6 ON FORM 8-A/A TO

REGISTRATION STATEMENT ON FORM 8-A

Item 1. Description of Registrant’s Securities to be Registered

Effective as of January 15, 2010, with the approval of its board of directors, SVB Financial Group (the “Company”) appointed American Stock Transfer & Trust Company, LLC (“AST”) as successor rights agent under the Amended and Restated Preferred Stock Rights Agreement dated as of January 29, 2004 (the “Rights Agreement”), by and between the Company and Wells Fargo Bank, N.A. (“Wells”) and entered into Amendment No. 4 to the Rights Agreement by and between the Company, Wells and AST (the “Amendment”). The Amendment revised the Rights Agreement to appoint AST as successor rights agent and amended Section 26 of the Rights Agreement to replace the current notice information with AST’s name and address.

The foregoing summary description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which has been filed as Exhibit 4.22 hereto and which is incorporated by reference herein.

Item 2. Exhibits

Exhibit Number	Description
4.22	Amendment No. 4 to Amended and Restated Preferred Stock Rights Agreement, dated as of January 15, 2010, between SVB Financial Group, Wells Fargo Bank, N.A. and American Stock Transfer & Trust Company, LLC

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 6 on Form 8-A/A to Registrant’s Registration Statement on Form 8-A to be signed on its behalf by the undersigned, thereto duly authorized.

Date: January 19, 2010	SVB FINANCIAL GROUP
	By:	/S/    MICHAEL DESCHENEAUX
	Name:	Michael Descheneaux
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
4.22	Amendment No. 4 to Amended and Restated Preferred Stock Rights Agreement, dated as of January 15, 2010, between SVB Financial Group, Wells Fargo Bank, N.A. and American Stock Transfer & Trust Company, LLC

EX-4.22

Exhibit 4.22

AMENDMENT NO. 4 TO

AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT

This Amendment No. 4 (“Amendment No. 4”) to the Amended and Restated Preferred Stock Rights Agreement dated as of January 29, 2004 (the “Restated Agreement”), by and between SVB Financial Group (formerly known as “Silicon Valley Bancshares”), a Delaware corporation (the “Company”) and Wells Fargo Minnesota, N.A. (“Wells Fargo”), is entered into as of January 15, 2010 by and between the Company, Wells Fargo and American Stock Transfer & Trust Company, LLC (“AST”). Each capitalized term not defined herein shall have the meaning ascribed to such term in the Restated Agreement.

WHEREAS, on January 29, 2004, the Company and Wells Fargo entered into the Restated Agreement, pursuant to which, among other things, Wells Fargo agreed to act as rights agent under the Restated Agreement (the “Rights Agent”);

WHEREAS, the Company desires to remove Wells Fargo as the Rights Agent and appoint AST as the Rights Agent, and AST has indicated its desire to accept such appointment as Rights Agent;

WHEREAS, pursuant to Section 27 of the Restated Agreement, the parties hereto wish to amend and restate the Restated Agreement as set forth herein.

NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. Effective as of the date hereof, the Company hereby appoints AST to serve as Rights Agent under the Restated Agreement succeeding Wells Fargo, and AST hereby accepts such appointment, with the same powers, rights, duties and responsibilities as if it had originally been named as Rights Agent without further act or deed.

2. Each reference in the Restated Agreement (including the exhibits thereto) to Wells Fargo shall be deemed to refer to AST.

3. The notice information for Wells Fargo set forth in Section 26 of the Restated Agreement is replaced with the following:

American Stock Transfer & Trust Company, LLC

59 Maiden Lane

Plaza Level

New York, NY 10038

4. The parties each acknowledge that this Amendment No. 4 does not trigger the notice requirements of Section 21 of the Restated Agreement, and to the extent that notice is deemed to be required under Section 21 of the Restated Agreement, such notice is hereby waived.

5. This Amendment No. 4 to the Restated Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

6. This Amendment No. 4 to the Restated Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

7. Except as amended by this Amendment No. 4 to the Restated Agreement, the terms and conditions of the Restated Agreement shall remain unchanged, and the Restated Agreement shall remain in full force and effect.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to the Amended and Restated Preferred Stock Rights Agreement to be duly executed and delivered as of the day and year first written above.

SVB FINANCIAL GROUP
By:	/s/ MICHAEL DESCHENEAUX
	Name:	Michael Descheneaux
	Title:	Chief Financial Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
By:	/s/ HERBERT J. LEMMER
	Name:	Herbert J. Lemmer
	Title:	Vice President
WELLS FARGO MINNESOTA, N.A.
By:	/s/ PATTI BOYD
	Name:	Patti Boyd
	Title:	Assistant Vice President

[Signature Page to Amendment No. 4 to Amended and Restated Preferred Stock Rights Agreement]