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^*

Killips Kevin M

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2017

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	06/12/2017		M		42,641	A	$14.3	217,503	D
Common Stock	06/12/2017		M		24,547	A	$14.99	242,050	D
Common Stock	06/12/2017		M		23,958	A	$17.95	266,008	D
Common Stock	06/12/2017		M		9,191	A	$27.94	275,199	D
Common Stock	06/12/2017		S		100,337	D	$60.33⁽¹⁾	174,862	D

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)
Stock Option (Right to Buy)	$14.3	06/12/2017		M			42,641	⁽²⁾	02/10/2019	Common Stock	42,641	$0	0	D
Option To Purchase Common Stock	$14.99	06/12/2017		M			24,547	⁽³⁾	04/01/2021	Common Stock	24,547	$0	0	D
Option To Purchase Common Stock	$17.95	06/12/2017		M			23,958	03/01/2016	02/22/2023	Common Stock	23,958	$0	0	D
Option To Purchase Common Stock	$27.94	06/12/2017		M			9,191	03/01/2017	02/21/2024	Common Stock	9,191	$0	0	D

Explanation of Responses:

1. Reflects the weighted average sales price of multiple transactions reported on this line. The shares were sold at prices that ranged from $60.16 to $60.58. Upon request of the SEC staff, the issuer or a security holder of the issuer, the reporting person will provide information regarding the number of shares sold at each separate price.

2. Options were granted on February 10, 2009 and vested 25% every year on the anniversary of the grant date and became fully vested after four years from the date of grant.

3. Options were granted on April 1, 2011, which were originally scheduled to vest one-third on the anniversary date in each of 2012, 2013 and 2014. Due to TARP restrictions, the terms of the options were amended so that they vested 100% on December 29, 2011.

	/s/ Zack Christensen, Attorney-in-Fact	06/14/2017
	** 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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