SEC Form 4 · accession 0001562180-18-002231
SVB FINANCIAL GROUP · SIVB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Descheneaux
Officer — President, Silicon Valley Bank
Period of report
May 1, 2018
Accepted (ET)
May 3, 2018 · 8:47 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 | May 1, 2018 | M | 537 | — | A | 18,257 | D | |
| Common StockF2 | May 1, 2018 | F | 243 | $305.46 | D | 18,014 | D | |
| Common Stock | holding | — | — | — | 320 | 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 UnitF3,F4 | $0.00 | May 1, 2018 | A | 5,166 | A | Jan 29, 2021 | May 1, 2025 | Common Stock | 5,166 | 5,166 | D |
| Restricted Stock UnitF1,F5 | $0.00 | May 1, 2018 | M | 537 | D | — | May 1, 2022 | Common Stock | 537 | 537 | D |
| Restricted Stock UnitF1,F6 | $0.00 | May 1, 2018 | A | 1,722 | A | — | May 1, 2025 | Common Stock | 1,722 | 1,722 | D |
| Stock OptionF7 | $305.46 | May 1, 2018 | A | 5,399 | A | — | May 1, 2025 | Common Stock | 5,399 | 5,399 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.
- F2Shares withheld by Issuer for payment of tax liability incurred upon vesting of restricted stock units.
- F3Performance-based restricted stock units (PRSUs) are subject to both performance-based and time-based vesting. Subject to the approval of the Compensation Committee (or Board), the amount of RSUs that will be deemed earned will be based: (i) 50% on the Company's achievement of total shareholder return for calendar years 2018, 2019 and 2020, as compared against the Company's designated Peer Group, subject to the discretion of the Compensation Committee (or Board); and (ii) 50% on Compensation Committee (or Board) discretionary assessment of management execution of strategic objectives relating to the Company's Transformation Office and other initiatives for calendar years 2018, 2019, and 2020. 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 29, 2021.
- F4Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock.
- F525%/4yr beginning on 01-May-2016.
- F6Restricted 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.
- F7Stock 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.