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 *
WILCOX KENNETH P
  2. Issuer Name and Ticker or Trading Symbol
SVB FINANCIAL GROUP [SIVB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
3003 TASMAN DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2006
(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 12/01/2006   J(1)   16,500 A $ 47.09 77,004 D  
Common Stock 12/01/2006   J(2)   7,548 D $ 47.09 69,456 D  
Common Stock 12/01/2006   M(3)   3,787 A $ 26.4 73,243 D  
Common Stock 12/01/2006   S(3)   3,787 D $ 47.163 69,456 D  
Common Stock 12/01/2006   M(3)   2,213 A $ 26.4 71,669 D  
Common Stock 12/01/2006   S(3)   2,213 D $ 47.163 69,456 D  
Common Stock               7,679 I By self in 401k/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
Incentive Stock Option (right to buy) $ 26.4 12/01/2006   M(3)     3,787 04/19/2002(4) 04/19/2011 Common Stock 3,787 $ 47.163 0 D  
Non-Qualified Stock Option (right to buy) $ 26.4 12/01/2006   M(3)     2,213 04/19/2002(4) 04/19/2011 Common Stock 2,213 $ 47.163 23,000 D  
Restricted Stock Unit $ 0 12/01/2006   J     16,500 12/01/2006(1) 12/01/2007 Common Stock 16,500 $ 47.09 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WILCOX KENNETH P
3003 TASMAN DRIVE
SANTA CLARA, CA 95054
  X     President & CEO  

Signatures

 By: Lisa Bertolet as attorney in fact For: Kenneth P. Wilcox   12/04/2006
**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) The reporting person was granted restricted stock units (RSUs), as previously reported, which have now fully vested and been released.
(2) The reporting person surrendered company stock to pay for taxes associated with the vesting of a previously reported restricted stock unit.
(3) The sale reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person as of May 10, 2005.
(4) The option vests in four equal annual installments beginning one year from date of grant.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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