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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 | ||||||||
| Stock Option | $ 64.37 | 05/01/2015 | M | 812 | 05/01/2013 | 05/01/2019 | Common Stock | 812 | $ 64.37 | 812 | D | ||||
| Stock Option | $ 129.81 | 05/01/2015 | A | 1,422 (5) | 05/01/2016 | 05/01/2022 | Common Stock | 1,422 | $ 129.81 | 1,422 | D | ||||
| Stock Option | $ 129.81 | 05/01/2015 | A | 1,087 (5) | 05/01/2016 | 05/01/2022 | Common Stock | 1,087 | $ 129.81 | 1,087 | D | ||||
| Restricted Stock Unit | $ 0 | 05/01/2015 | M | 407 (1) | 05/01/2013 | 05/01/2019 | Common Stock | 407 | (2) | 407 | D | ||||
| Performance Restricted Stock Unit | $ 0 | 03/30/2015 | A | V | 2,550 (6) | 01/30/2018 | 03/30/2022 | Common Stock | 2,550 | (7) | 2,550 | D | |||
| Restricted Stock Unit | $ 0 | 05/01/2015 | A | 830 (8) | 05/01/2016 | 05/01/2022 | Common Stock | 830 | (2) | 830 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Cox Philip C 3003 TASMAN DRIVE SANTA CLARA, CA 95054 |
Head EMEA India & President,UK | |||
| Denise West, Attorney-in-Fact for Philip Cox | 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) | Previously reported restricted stock units vested on 5/1/2015. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock. |
| (3) | Shares withheld by Issuer for payment of tax liability incurred upon vesting of restricted stock units. |
| (4) | The 593 shares were sold through separate trades, with the sale prices ranging from $133.05 to $133.11 and at a weighted average sale price of $133.1018. |
| (5) | 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. |
| (6) | 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. |
| (7) | Each performance-based restricted stock unit represents a contingent right to receive one share of the Issuer's common Stock. |
| (8) | 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. |