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 *
Zuckert Michael S
  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)
General Counsel
(Last)
(First)
(Middle)
3005 TASMAN DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2019
(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 05/01/2019   M   170 A (1) 4,595 D  
Common Stock 05/01/2019   M   148 A (1) 4,743 D  
Common Stock 05/01/2019   F   74 (2) D $ 250.43 4,669 D  
Common Stock 05/01/2019   F   85 (2) D $ 250.43 4,584 D  
Common Stock               102 (3) I By 401(k)/ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 05/01/2019   A   2,160   01/31/2022(5) 05/01/2026 Common Stock 2,160 (4) 2,160 D  
Performance Restricted Stock Unit $ 0 05/01/2019   A   3,085   01/31/2022(5) 05/01/2026 Common Stock 3,085 (4) 5,245 D  
Restricted Stock Unit $ 0 05/01/2019   M     170   (6) 05/01/2022 Common Stock 170 (1) 0 D  
Restricted Stock Unit $ 0 05/01/2019   M     148   (7) 05/01/2025 Common Stock 148 (1) 442 D  
Restricted Stock Unit $ 0 05/01/2019   A   1,028   05/01/2022(8) 05/01/2026 Common Stock 1,028 (1) 1,028 D  
Restricted Stock Unit $ 0 05/01/2019   A   720     (9) 05/01/2026 Common Stock 720 (1) 720 D  
Stock Option $ 250.43 05/01/2019   A   2,863   05/01/2022(10) 05/01/2026 Common Stock 2,863 $ 0 2,863 D  
Stock Option $ 250.43 05/01/2019   A   2,004     (11) 05/01/2026 Common Stock 2,004 $ 0 2,004 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Zuckert Michael S
3005 TASMAN DRIVE
SANTA CLARA, CA 95054
      General Counsel  

Signatures

 Wei Sun, Attorney-in-Fact for Michael Zuckert   05/03/2019
**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) Stock options are subject to cliff vest on May 1, 2022.
(11) 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.
(2) Shares withheld by Issuer for payment of tax liability incurred upon vesting of restricted stock units.
(3) The information in this report is based on 401(k)/ESOP Plan statement dated as of March 31, 2019.
(4) Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.
(5) Performance-based restricted stock units (PRSUs) are subject to both performance-based and time-based vesting and scheduled to vest on January 31, 2022.
(6) 25%/4yr beginning on 01-May-2015.
(7) 25%/4yr beginning on 01-May-2018.
(8) Restricted stock units are subject to cliff vest on May 1, 2022.
(9) 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.

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