Form of certificate representing the Series A Preferred Stock
SVB FINANCIAL GROUP
Incorporated under the laws of
the State of Delaware
CUSIP 78486Q 309
5.250% FIXED RATE NON-
PREFERRED STOCK, SERIES A
This is to certify that
American Stock Transfer & Trust Company, LLC, as depositary, under the Deposit Agreement, dated as of December 9, 2019, 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 350,000 fully paid and non-assessable shares of 5.250% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, $0.001 par value and a liquidation amount of $1,000 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 seal of the Corporation and the facsimile signatures of its duly authorized officers.
[Signature page follows]
Dated: December 9, 2019
|SVB FINANCIAL GROUP|
|Name: Greg Becker|
|Title: President and Chief Executive Officer|
|Name: Annie Loo|
|Title: Assistant Secretary|
Countersigned and registered
American Stock Transfer & Trust Company, LLC, as Transfer Agent and Registrar
[Signature page to Preferred Stock Certificate Series A]
(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|
|under Uniform Gift to Minors Act|
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)
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.
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
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.