SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Richman Larry D.

(Last)

(First)

(Middle)

C/O PRIVATEBANCORP, INC.

120 S. LASALLE STREET

(Street)

CHICAGO

60603

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRIVATEBANCORP, INC [ PVTB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2016

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/05/2016		A		15,382⁽¹⁾	A	$0	458,158.63⁽²⁾	D
Common Stock	02/05/2016		A		6,554⁽³⁾	A	$0	464,712.63⁽²⁾	D
Common Stock								0	I	Held in Trust

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the additional number of shares of common stock that have become issuable based on achievement of a pre-established 3-year (2013-2015) EPS metric under PSUs granted to the reporting person in March 2013. A further 7,691 shares of common stock issuable under the PSUs were previously reported on a Form 4, filed with the SEC on January 22, 2015, due to the Issuer's EPS performance during the first 2 years of the performance period. The Compensation Committee of the Issuer's Board of Directors certified that the Issuer achieved financial performance levels which will result in vesting of the PSUs at 150% of target on February 28, 2015, subject to continued employment by the reporting person with the Issuer to that date. Based on the terms of the award, distribution of the aggregate 23,073 shares of common stock underlying the PSUs is generally deferred for an additional 2 years after vesting.

2. Includes 293 shares allocated to the reporting person's account under the Issuer's Savings and Retirement Plan as of December 31, 2015.

3. Represents the minimum number of shares of common stock that have become issuable (subject to continued employment by the reporting person through the vesting date on March 1, 2017) under PSUs granted to the reporting person in March 2014. The performance period for the PSUs is 2014-2016 but the PSUs also contain a 2-year interim performance threshold. Because the Issuer's 2-year cumulative EPS performance through December 31, 2015 exceeded a pre-determined threshold, then upon vesting the reporting person is eligible to receive, at a minimum, the number of shares reported above which represent 33.5% of the target award. Based on the terms of the award, distribution of the shares underlying the PSUs will generally be deferred for an additional 2 years after vesting.

	/s/ Elizabeth Nemeth, Attorney-in-Fact	02/09/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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