SVB Financial (SIVBQ) Form 4 SVB FINANCIAL / GREGORY W BECKER 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^*

BECKER GREGORY W

(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)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2017

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	04/29/2017	05/01/2017	F		526(1)	D	$180.28	47,290	I	Revocable Trust
Common Stock	04/29/2017	05/01/2017	M		1,008	A	(2)	48,298	I	Revocable Trust
Common Stock	04/30/2017	05/01/2017	F		1,148(1)	D	$180.28	47,150	I	Revocable Trust
Common Stock	04/30/2017	05/01/2017	M		2,200	A	(2)	49,350	I	Revocable Trust
Common Stock	05/01/2017		F		701(1)	D	$180.28	48,649	I	Revocable Trust
Common Stock	05/01/2017		M		1,343	A	(2)	49,992	I	Revocable Trust
Common Stock								6,205(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	$0.00	04/29/2017		M			1,008	(4)	04/29/2021	Common Stock	1,008	(2)	1,008	D
Restricted Stock Unit	$0.00	04/30/2017		M			2,200	(5)	04/30/2020	Common Stock	2,200	(2)	0.00	D
Restricted Stock Unit	$0.00	05/01/2017		M			1,343	(6)	05/01/2022	Common Stock	1,343	(2)	2,685	D

Explanation of Responses:

1. Shares withheld by Issuer for payment of tax liability incurred upon vesting of restricted stock units.

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

3. The information in this report is based on 401(k)/ESOP Plan statement dated as of March 31, 2017.

4. 25%/4yr beginning on 29-Apr-2015.

5. 25%/4yr beginning on 30-Apr-2014.

6. 25%/4yr beginning on 01-May-2016.

Remarks:

	Denise West, Attorney-in-Fact for Gregory Becker	05/03/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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