Edgar Filing: SVB FINANCIAL GROUP

Ownership Submission

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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(Print or Type Responses)

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)
06/30/2015

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2015		A	V	40 ⁽¹⁾	A	$ 97.861	4,654	D
Common Stock	11/03/2015		S		1,675	D	$ 124.1744 ⁽²⁾	2,979	D
Common Stock	11/03/2015		M		1,500	A	$ 60.37	4,654	D
Common Stock	11/03/2015		M		1,575	A	$ 64.37	3,154	D
Common Stock	11/03/2015		M		1,475	A	$ 71.11	1,579	D
Common Stock	11/03/2015		S		4,150	D	$ 124.5277 ⁽³⁾	104	D
Common Stock	11/03/2015		S		400	D	$ 123.8933 ⁽⁴⁾	4,254	D
Common Stock								2,607 ⁽⁵⁾	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 60.37

11/03/2015

1,500

04/27/2012

04/27/2018

Common Stock

1,500

$ 60.37

Stock Option

$ 64.37

11/03/2015

1,575

05/01/2013

05/01/2019

Common Stock

1,575

$ 64.37

1,575

Stock Option

$ 71.11

11/03/2015

1,475

04/30/2014

04/30/2020

Common Stock

1,475

$ 71.11

2,950

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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		11/05/2015
^**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)	These shares were acquired under the Issuer's Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
(2)	The 1,675 shares were sold through separate trades, with the sale prices ranging from $123.58 to $124.39 and at a weighted average sale price of $124.1744.
(3)	The 4,150 shares were sold through separate trades, with the sale prices ranging from $124.12 to $125.08 and at a weighted average sale price of $124.5277.
(4)	The 400 shares were sold through separate trades, with the sale prices ranging from $123.57 to $124.09 and at a weighted average sale price of $123.8933.
(5)	The information in this report is based on 401(k)/ESOP Plan statement dated as of September 30, 2015.

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