Sec Form 4 Filing - Cadieux Marc C @ SVB FINANCIAL GROUP - 2018-05-01

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 Cadieux Marc C 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 Credit Officer (Last) (First) (Middle) 3005 TASMAN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2018 (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 05/01/2018 M 224 A 15,863 D Common Stock 05/01/2018 F 114 ( 2 ) D $ 305.46 15,749 D Common Stock 6,148 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 (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 Performance Restricted Stock Unit $ 0 05/01/2018 A 2,361 ( 3 ) 01/29/2021 05/01/2025 Common Stock 2,361 ( 4 ) 2,361 D Restricted Stock Unit $ 0 05/01/2018 M 224 ( 5 ) 05/01/2022 Common Stock 224 ( 1 ) 224 D Restricted Stock Unit $ 0 05/01/2018 A 787 ( 6 ) 05/01/2025 Common Stock 787 ( 1 ) 787 D Stock Option $ 305.46 05/01/2018 A 2,468 ( 7 ) 05/01/2025 Common Stock 2,468 $ 0 2,468 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cadieux Marc C 3005 TASMAN DRIVE SANTA CLARA, CA95054 Chief Credit Officer Signatures Denise West, Attorney-in-Fact for Marc Cadieux 05/03/2018 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. Subject to the approval of the Compensation Committee (or Board), the amount of RSUs that will be deemed earned will be based: (i) 50% on the Company's achievement of total shareholder return for calendar years 2018, 2019 and 2020, as compared against the Company's designated Peer Group, subject to the discretion of the Compensation Committee (or Board); and (ii) 50% on Compensation Committee (or Board) discretionary assessment of management execution of strategic objectives relating to the Company's Transformation Office and other initiatives for calendar years 2018, 2019, and 2020. 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 29, 2021. ( 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 01-May-2016. ( 6 )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. ( 7 )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.

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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