SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* GTCR FUND IX/B L P (Last) (First) (Middle) C/O GTCR GOLDER RAUNER II, L.L.C. SEARS TOWER # 6100 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/11/2007	3. Issuer Name and Ticker or Trading Symbol PRIVATEBANCORP, INC [ PVTB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	291,800	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Junior Nonvoting Preferred Stock	(2)	(2)	Common Stock	202,777(3)	$0(3)	D(1)

1. Name and Address of Reporting Person* GTCR FUND IX/B L P (Last) (First) (Middle) C/O GTCR GOLDER RAUNER II, L.L.C. SEARS TOWER # 6100 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GTCR Partners IX, L.P. (Last) (First) (Middle) C/O GTCR GOLDER RAUNER II, L.L.C. SEARS TOWER #6100 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GTCR GOLDER RAUNER II LLC (Last) (First) (Middle) SEARS TOWER # 6100 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. GTCR FUND IX/B, L.P. ("FUND IX/B") is the direct beneficial owner of shares reported in Tables I and II. GTCR Partners IX, L.P. ("GTCR Partners IX") is the general partner of FUND IX/B and GTCR Golder Rauner II, L.L.C. ("GTCR") is the general partner of GTCR Partners IX. As such, GTCR Partners IX and GTCR may be deemed to be beneficial owners of the shares reported in Tables I and II. The filing of this form shall not be deemed an admission that GTCR Partners IX or GTCR is, for Section 16 purposes or otherwise, the beneficial owner of those shares.

2. The Series A Junior Nonvoting Preferred Stock (the "Preferred Stock") is convertible upon FUND IX/B transfering its shares in a widely dispersed offering, which means (a) a widely distributed public offering, (b) a public offering, private placement or other sale in which no one party acquires the right to purchase in excess of 2% of the voting shares of PrivateBancorp, Inc., (c) a distribution to FUND IX/B's partners and their affiliates or (d) an assignment to a single party for the purpose of conducting a widely distributed public offering on FUND IX/B's behalf.

3. The reporting person currently holds 202.777 shares of the Preferred Stock. Each share of the Preferred Stock is convertible into 1,000 shares of Common Stock.

	/s/ Dennis M. Myers under a Power of Attorney for GTCR FUND IX/B, L.P.	12/17/2007
	/s/ Dennis M. Myers under a Power of Attorney for GTCR Partners IX, L.P.	12/17/2007
	/s/ Dennis M. Myers under a Power of Attorney for GTCR Golder Rauner II, L.L.C.	12/17/2007
	** Signature of Reporting Person	Date
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