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 *
Descheneaux Michael
  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
_____ Officer (give title below) _____ Other (specify below)
President, Silicon Valley Bank
(Last)
(First)
(Middle)
3005 TASMAN DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2018
(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 05/02/2018   M   515 A (1) 18,529 D  
Common Stock 05/02/2018   M   7,325 (2) A $ 71.11 25,854 D  
Common Stock 05/02/2018   M   2,000 (2) A $ 107.98 27,854 D  
Common Stock 05/02/2018   M   2,000 (2) A $ 129.81 29,854 D  
Common Stock 05/02/2018   M   708 A (1) 30,562 D  
Common Stock 05/02/2018   F   320 (3) D $ 306.01 30,242 D  
Common Stock 05/02/2018   F   233 (3) D $ 306.01 30,009 D  
Common Stock 05/02/2018   S   4,100 (2) D $ 300.3744 (4) 25,909 D  
Common Stock 05/02/2018   S   2,000 (2) D $ 301.3291 (5) 23,909 D  
Common Stock 05/02/2018   S   1,100 (2) D $ 302.3881 (6) 22,809 D  
Common Stock 05/02/2018   S   900 (2) D $ 303.5888 (7) 21,909 D  
Common Stock 05/02/2018   S   3,200 (2) D $ 300.89 (8) 18,709 D  
Common Stock 05/02/2018   S   25 (2) D $ 303.89 18,684 D  
Common Stock               320 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
Restricted Stock Unit $ 0 05/02/2018   M     708   (9) 05/02/2023 Common Stock 708 (1) 1,414 D  
Restricted Stock Unit $ 0 05/02/2018   M     515   (10) 05/02/2024 Common Stock 515 (1) 1,545 D  
Stock Option $ 129.81 05/02/2018   M     2,000 (2)   (11) 05/01/2022 Common Stock 2,000 $ 0 4,495 D  
Stock Option $ 107.98 05/02/2018   M     2,000 (2)   (12) 04/29/2021 Common Stock 2,000 $ 0 8,711 D  
Stock Option $ 71.11 05/02/2018   M     7,325 (2)   (13) 04/30/2020 Common Stock 7,325 $ 0 4,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Descheneaux Michael
3005 TASMAN DRIVE
SANTA CLARA, CA 95054
      President, Silicon Valley Bank  

Signatures

 Denise West, Attorney-in-Fact for Michael Descheneaux   05/04/2018
**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) Each restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.
(10) 25%/4yr beginning on 02-May-2018.
(11) 25%/4yr beginning on 01-May-2016.
(12) 25%/4yr beginning on 29-Apr-2015.
(13) 25%/4yr beginning on 30-Apr-2014.
(2) These transactions reported were effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person effective February 12, 2018.
(3) Shares withheld by Issuer for payment of tax liability incurred upon vesting of restricted stock units.
(4) This transaction was executed in multiple trades at prices ranging from $299.81 to $300.79; the price reported above reflects the weighted average sale price.
(5) This transaction was executed in multiple trades at prices ranging from $301.08 to $301.76; the price reported above reflects the weighted average sale price.
(6) This transaction was executed in multiple trades at prices ranging from $302.16 to $302.82; the price reported above reflects the weighted average sale price.
(7) This transaction was executed in multiple trades at prices ranging from $303.17 to $303.97; the price reported above reflects the weighted average sale price.
(8) This transaction was executed in multiple trades at prices ranging from $300.82 to $301.00; the price reported above reflects the weighted average sale price.
(9) 25%/4yr beginning on 02-May-2017.

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