Sec Form 4 Filing - Ward Pierce Lynda @ SVB FINANCIAL GROUP - 2007-05-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ward Pierce Lynda 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 HR (Last) (First) (Middle) 3003 TASMAN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2007 (Street) SANTA CLARA, CA95054 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Non-Qualified Stock Option (right to buy) $ 52.72 05/22/2007 J( 1 ) 4,250 05/22/2008 05/22/2014 Common Stock 4,250 $ 52.72 4,250 D Performance Shares $ 0 05/22/2007 J( 2 ) 2,475 12/03/2009 12/31/2009 Common Stock 2,475 $ 0 2,475 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ward Pierce Lynda 3003 TASMAN DRIVE SANTA CLARA, CA95054 Head of HR Signatures By: Lisa Bertolet as attorney in fact For: Lynda Ward Pierce 05/24/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Stock options were granted to the reporting person. Vesting will occur annually from the date of grant over 4 years with 25% vesting each year. ( 2 )The reporting person was granted restricted stock units (RSUs) which are subject to performance-based vesting. The RSUs are effective as of 5/22/07, and will fully vest on 12/3/09, subject to the level of return on average equity (ROE) achieved by the Company between 4/1/07 and 12/31/07 as follows: (i) none will vest if less than 90% of target is achieved; (ii) 50% will vest if 90% but less than 100% of target is achieved; (iii) 100% will vest if 100% but less than 110% of target is achieved, and; and (iv) 150% of the award will vest if 110% or greater of target is achieved. The reported number of shares on this form is based on achievement of 110% or greater of target. Vesting is also subject to the Company meeting certain expense control targets. The Compensation Committee of the Company will have the discretion to adjust the performance targets to take into account any extraordinary items.

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).

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