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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Restricted Stock Unit | $ 0 | 04/30/2013 | A | 4,050 (2) | 12/20/2015 | 04/30/2020 | Common Stock | 4,050 | $ 0 | 4,050 | D | ||||
| Restricted Stock Unit | $ 0 | 04/30/2013 | A | 3,100 (3) | 04/30/2014 | 04/30/2020 | Common Stock | 3,100 | $ 0 | 3,100 | D | ||||
| Stock Option | $ 71.11 | 04/30/2013 | A | 8,600 (4) | 04/30/2014 | 04/30/2020 | Common Stock | 8,600 | $ 71.11 | 8,600 | D | ||||
| Restricted Stock Unit | $ 0 | 04/30/2013 | M | 250 (5) | 04/30/2011 | 04/30/2017 | Common Stock | 250 | $ 0 | 250 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| China John SVB FINANCIAL GROUP 3005 TASMAN DRIVE SANTA CLARA, CA 95054 |
Head of Relationship Mgmt | |||
| Kamran Husain, Attorney-in-Fact for John China | 05/02/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Shares withheld by Issuer for payment of tax liability incurred upon vesting of restricted stock units. |
| (2) | 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 2013 performance and other considerations, as determined pursuant to the discretion of the Compensation Committee of the Board of Directors. 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 2013 performance period, these PRSUs will be subject to additional time-based vesting and will vest on December 20, 2015. |
| (3) | Restricted stock units are subject to annual vesting in equal installments on April 30, 2014, April 30, 2015, April 30, 2016, and April 30, 2017. |
| (4) | Stock options are subject to annual vesting in equal installments on April 30, 2014, April 30, 2015, April 30, 2016 and April 30, 2017. The exercise price of these stock options is determined based on the closing market price of SIVB common stock of $71.11, as of April 30, 2013. |
| (5) | A tranche of previously reported restricted stock units vested on 4/30/2013. |