SEC Form 4 · accession 0001209191-15-039098
SVB FINANCIAL GROUP · SIVB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Descheneaux
Officer — Chief Financial Officer
Period of report
May 1, 2015
Accepted (ET)
May 5, 2015 · 8:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000719739
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 1, 2015 | M | 775 | — | A | 8,911 | D | |
| Common StockF3 | May 1, 2015 | F | 370 | $129.81 | D | 8,541 | D | |
| Common Stock | holding | — | — | — | 260 | I | By 401(k)/ESOP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitF4,F5 | $0.00 | Mar 30, 2015 | A | 6,600 | A | Jan 30, 2018 | Mar 30, 2022 | Common Stock | 6,600 | 6,600 | D |
| Restricted Stock UnitF6,F2 | $0.00 | May 1, 2015 | A | 2,148 | A | May 1, 2016 | May 1, 2022 | Common Stock | 2,148 | 2,148 | D |
| Stock OptionF7 | $129.81 | May 1, 2015 | A | 6,495 | A | May 1, 2016 | May 1, 2022 | Common Stock | 6,495 | 6,495 | D |
| Restricted Stock UnitF1,F2 | $0.00 | May 1, 2015 | M | 775 | D | May 1, 2013 | May 1, 2019 | Common Stock | 775 | 775 | D |
Explanation of responses
- F1Previously reported restricted stock units vested on 5/1/2015.
- F2Each restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.
- F3Shares withheld by Issuer for payment of tax liability incurred upon vesting of restricted stock units.
- F4Performance-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.
- F5Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.
- F6Restricted stock units are subject to annual vesting in equal installments on May 1, 2016, May 1, 2017, May 1, 2018, and May 1, 2019.
- F7The 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.