Christopher Edmonds-Waters Form 4 SVB FINANCIAL / Christopher Edmonds-Waters ownership change

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

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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^*

Edmonds-Waters Christopher

(Last) (First) (Middle)

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)
Head of Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2016

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	04/30/2016		M		425	A	(1)	4,871	D
Common Stock	05/01/2016		M		275	A	(1)	5,146	D
Common Stock	05/01/2016		M		196	A	(1)	5,342	D
Common Stock	05/02/2016		F		338(2)	D	$105.18	5,004	D
Common Stock								2,751	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
Restricted Stock Unit	$0.00	05/01/2016		M			275	05/01/2013	05/01/2019	Common Stock	275	(1)	0	D
Restricted Stock Unit	$0.00	04/30/2016		M			425	04/30/2014	04/30/2020	Common Stock	425	(1)	425	D
Restricted Stock Unit	$0.00	05/01/2016		M			196	05/01/2016	05/01/2022	Common Stock	196	(1)	585	D
Performance Restricted Stock Unit	$0.00	02/16/2016		A	V	3,225(3)		01/30/2019	02/16/2023	Common Stock	3,225	(4)	3,225	D
Restricted Stock Unit	$0.00	05/02/2016		A		943(5)		05/02/2017	05/02/2023	Common Stock	943	(1)	943	D
Stock Option	$105.18	05/02/2016		A		3,219(6)		05/02/2017	05/02/2023	Common Stock	3,219	$105.18	3,219	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 2016-2018 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, 2019.

4. Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.

5. Restricted stock units are subject to annual vesting in equal installments on May 2, 2017, May 2, 2018, May 2, 2019, and May 2, 2020.

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 SVB's common stock on the date of grant.

Remarks:

	Denise West, Attorney-in-Fact for Christopher Edmonds-Waters	05/04/2016
	** 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).
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