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 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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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) SVB FINANCIAL GROUP, 3005 TASMAN DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 05/01/2015 (Street) SANTA CLARA, CA 95054 4. If Amendment, Date 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 (City) (State) (Zip) 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 05/01/2015   M   275 (1) A (2) 4,718 D   Common Stock 05/01/2015   F   104 (3) D $ 129.81 4,614 D   Common Stock               2,590 I By 401(k)/ESOP

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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 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

03/30/2015

A

V

2,400 (4)

01/30/2018

03/30/2022

Common Stock

2,400

(5)

2,400

D

Restricted Stock Unit

$ 0

05/01/2015

M

275 (1)

05/01/2013

05/01/2019

Common Stock

275

(2)

275

D

Stock Option

$ 129.81

05/01/2015

A

2,361 (6)

05/01/2016

05/01/2022

Common Stock

2,361

$ 129.81

2,361

D

Restricted Stock Unit

$ 0

05/01/2015

A

781 (7)

05/01/2016

05/01/2022

Common Stock

781

(2)

781

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Edmonds-Waters Christopher SVB FINANCIAL GROUP 3005 TASMAN DRIVE SANTA CLARA, CA 95054			Head of Human Resources

Signatures

Denise West, Attorney-in-Fact for Christopher Edmonds-Waters		05/05/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Previously reported restricted stock units vested on 5/1/2015.
(2)	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.
(3)	Shares withheld by Issuer for payment of tax liability incurred upon vesting of restricted stock units.
(4)	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 2015-2017 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, 2018.
(5)	Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.
(6)	The grant of stock options is 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 SIVB common stock on the date of grant.
(7)	Restricted stock units are subject to annual vesting in equal installments on May 1, 2016, May 1, 2017, May 1, 2018, and May 1, 2019.

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