Form of certificate representing the Series D Preferred Stock
Exhibit 4.2
SVB FINANCIAL GROUP
Incorporated under the laws of
the State of Delaware
| NUMBER 1 CUSIP 78486Q AP6 | SERIES D NON-CUMULATIVE PERPETUAL PREFERRED STOCK | 10,000 SHARES |
This is to certify that
American Stock Transfer & Trust Company, LLC, as depositary, under the Deposit Agreement, dated as of October 28, 2021, among SVB Financial Group, a Delaware corporation (the “Corporation”), as issuer, American Stock Transfer & Trust Company, LLC, as depositary, and the holders from time to time of the depositary receipts described therein, is the registered owner of 10,000 fully paid and non-assessable shares of Series D Non-Cumulative Perpetual Preferred Stock, $0.001 par value and a liquidation amount of $100,000 per share, of the Corporation, transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile signatures of its duly authorized officers.
[Signature Page Follows]
Dated: October 28, 2021
| SVB FINANCIAL GROUP | ||
| By: | /s/ Greg Becker | |
| Name: Greg Becker | ||
| Title: President and Chief Executive Officer | ||
| By: | /s/ Leeann Overstreet | |
| Name: Leeann Overstreet | ||
| Title: Assistant Secretary | ||
Countersigned and registered
American Stock Transfer & Trust Company, LLC, as Transfer Agent and Registrar
| By: | /s/ Michael Legregin | |
| Name: Michael Legregin | ||
| Title: Senior Vice President, Attorney Advisory Group | ||
[Signature Page to Preferred Stock Certificate – Series D]
(REVERSE OF CERTIFICATE)
SVB FINANCIAL GROUP
The Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request should be addressed to the Corporation or the Transfer Agent.
The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
| TEN COM – | as tenants in common | |||||
| TEN ENT – | as tenants by the entireties | |||||
| JT TEN – | as joint tenants with rights of survivorship and not as tenants in common | |||||
| UNIF GIFT MIN ACT – | Custodian | |||||
|
| ||||||
| (Cust) | (Minor) | |||||
| under Uniform Gift to Minors Act | ||||||
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| (State) | ||||||
Additional abbreviations may also be used though not in the above list.
For Value Received, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE OF ASSIGNEE)
Shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint __________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated: _______________
NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER
Signature(s) Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934.
