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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Restricted Stock Unit | $ 0 | 03/30/2015 | A | V | 2,100 (2) | 01/30/2018 | 03/30/2022 | Common Stock | 2,100 | (3) | 2,100 | D | |||
| Restricted Stock Unit | $ 0 | 05/01/2015 | A | 683 (4) | 05/01/2016 | 05/01/2022 | Common Stock | 683 | (5) | 683 | D | ||||
| Stock Option | $ 129.81 | 05/01/2015 | A | 2,066 (6) | 05/01/2016 | 05/01/2022 | Common Stock | 2,066 | $ 129.81 | 2,066 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Zuckert Michael S 3005 TASMAN DRIVE SANTA CLARA, CA 95054 |
General Counsel | |||
| Denise West, Attorney-in-Fact for Michael Zuckert | 05/05/2015 | |
| **Signature of Reporting Person | Date |
| * | 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) | The information in this report is based on 401(k)/ESOP Plan statement dated as of March 31, 2015. |
| (2) | Performance-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. |
| (3) | Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock. |
| (4) | Restricted stock units are subject to annual vesting in equal installments on May 1, 2016, May 1, 2017, May 1, 2018, and May 1, 2019. |
| (5) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock. |
| (6) | The 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. |