SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Wallace Bruce
(Last) (First) (Middle)
SVB FINANCIAL GROUP
3005 TASMAN DRIVE
(Street)
SANTA CLARA CA 95054
(City) (State) (Zip)
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 Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/01/2015 M 400(1) A (2) 7,890 D
Common Stock 05/01/2015 F 151(3) D $129.81 7,739 D
Common Stock 05/01/2015 M 2,350 A $71.11 10,089 D
Common Stock 05/01/2015 M 1,461 A $107.98 11,550 D
Common Stock 05/01/2015 S 3,811 D $133.0164(4) 7,739 D
Common Stock 260 I By 401(k)/ESOP
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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 $71.11 05/01/2015 M 2,350 04/30/2014 04/30/2020 Common Stock 2,350 $71.11 4,700 D
Stock Option $107.98 05/01/2015 M 1,461 04/29/2015 04/29/2021 Common Stock 1,461 $107.98 4,381 D
Restricted Stock Unit $0.00 05/01/2015 M 400(1) 05/01/2013 05/01/2019 Common Stock 400 (2) 400 D
Restricted Stock Unit $0.00 05/01/2015 A 1,171(5) 05/01/2016 05/01/2022 Common Stock 1,171 (2) 1,171 D
Stock Option $129.81 05/01/2015 A 3,542(6) 05/01/2016 05/01/2022 Common Stock 3,542 $129.81 3,542 D
Performance Restricted Stock Unit $0.00 03/30/2015 A V 3,600(7) 01/30/2018 03/30/2022 Common Stock 3,600 (8) 3,600 D
Explanation of Responses:
1. Previously reported restricted stock units vested on 5/1/2015.
2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.
3. Shares withheld by Issuer for payment of tax liability incurred upon vesting of restricted stock units.
4. The 3,811 shares were sold through separate trades, with the sale prices ranging from $132.95 to $133.12 and at a weighted average sale price of $133.0164.
5. Restricted stock units are subject to annual vesting in equal installments on May 1, 2016, May 1, 2017, May 1, 2018, and May 1, 2019.
6. The grant of stock options is 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 SIVB common stock on the date of grant.
7. 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 2015-2017 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, 2018.
8. Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.
Remarks:
Denise West, Attorney-in-Fact for Bruce Wallace 05/05/2015
** 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 Number.