Sec Form 4 Filing - Edmonds-Waters Christopher @ SVB FINANCIAL GROUP - 2017-05-02

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Edmonds-Waters Christopher
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
(Last) (First) (Middle)
3005 TASMAN DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/02/2017
(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
Common Stock 05/02/2017 M 236 A 6,007 D
Common Stock 05/02/2017 F 124 ( 2 ) D $ 178.39 5,883 D
Common Stock 2,811 I By 401(k)/ESOP
Expiration Date
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 Title Amount or Number of Shares
Performance Restricted Stock Unit $ 0 02/21/2017 A V 2,106 ( 3 ) 01/30/2020 02/21/2024 Common Stock 2,106 ( 4 ) 2,106 D
Restricted Stock Unit $ 0 05/02/2017 M 236 ( 5 ) 05/02/2023 Common Stock 236 ( 1 ) 707 D
Restricted Stock Unit $ 0 05/02/2017 A 686 ( 6 ) 05/02/2024 Common Stock 686 ( 1 ) 686 D
Stock Option $ 178.39 05/02/2017 A 2,211 ( 7 ) 05/02/2024 Common Stock 2,211 $ 178.39 2,211 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Edmonds-Waters Christopher
3005 TASMAN DRIVE
SANTA CLARA, CA95054
Head of Human Resources
Signatures
Denise West, Attorney-in-Fact for Christopher Edmonds-Waters 05/04/2017
Signature of Reporting Person Date
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 2017-2019 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, 2020.
( 4 )Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.
( 5 )25%/4yr beginning on 02-May-2017.
( 6 )Restricted stock units are subject to annual vesting in equal installments on May 2, 2018, May 2, 2019, May 2, 2020, and May 2, 2021.
( 7 )The grant of 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. The exercise price of the stock options is determined based on the closing price of SVB's common stock on the date of grant.

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.