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)
Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2022

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	05/01/2022	05/02/2022	M		1,028	A	(1)	2,579	D
Common Stock	05/01/2022	05/02/2022	M		154	A	(1)	2,733	D
Common Stock	05/01/2022	05/02/2022	M		253	A	(1)	2,986	D
Common Stock	05/01/2022	05/02/2022	M		135	A	(1)	3,121	D
Common Stock	05/01/2022	05/02/2022	F		77(2)	D	$497.67	3,044	D
Common Stock	05/01/2022	05/02/2022	F		67(2)	D	$497.67	2,977	D
Common Stock	05/01/2022	05/02/2022	F		126(2)	D	$497.67	2,851	D
Common Stock	05/01/2022	05/02/2022	F		510(2)	D	$497.67	2,341	D
Common Stock								3,005(3)	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	(1)	05/01/2022	05/02/2022	M			135	(4)	05/01/2025	Common Stock	135	$0.00	0.00	D
Restricted Stock Unit	(1)	05/01/2022	05/02/2022	M			1,028	05/01/2022(5)	04/30/2026	Common Stock	1,028	$0.00	0.00	D
Restricted Stock Unit	(1)	05/01/2022	05/02/2022	M			154	(6)	05/01/2026	Common Stock	154	$0.00	154	D
Restricted Stock Unit	(1)	05/01/2022	05/02/2022	M			253	(7)	05/01/2027	Common Stock	253	$0.00	505	D
Performance Restricted Stock Unit	(8)	05/02/2022		A	V	1,600		01/31/2025(9)	05/02/2029	Common Stock	1,600	$0.00	1,600	D
Restricted Stock Unit	(1)	05/02/2022		A		533		(10)	05/02/2029	Common Stock	533	$0.00	533	D
Stock Option	$497.67	05/02/2022		A		1,317		(11)	05/02/2029	Common Stock	1,317	$0.00	1,317	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. The information in this report is based on 401(k)/ESOP Plan statement dated as of March 31, 2022.

4. 25%/4yr beginning on 01-May-2018.

5. Restricted stock units are subject to cliff vest on May 1, 2022.

6. 25%/4yr beginning on 01-May-2019.

7. 25%/4yr beginning on 01-May-2020.

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

9. Performance-based restricted stock units (PRSUs) are subject to both performance-based and time-based vesting and scheduled to vest on January 31, 2025.

10. Restricted stock units are subject to annual vesting in four equal installments on the anniversary date of the grant, 25% on each of the successive anniversary dates.

11. 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.

Remarks:

	/s/Wei Sun, Attorney-in-Fact for Christopher Edmonds-Waters	05/04/2022
	** 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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