| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/11/2007 |
3. Issuer Name and Ticker or Trading Symbol
PRIVATEBANCORP, INC [ PVTB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 13,171 | D(1) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | 9,152(3) | $0(3) | D(1) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. GTCR CO-INVEST III, L.P. ("CO INVEST") is the direct beneficial owner of shares reported in Tables I and II. GTCR Golder Rauner II, L.L.C. ("GTCR") is the general partner of CO INVEST. As such, GTCR may be deemed to be a beneficial owner of the shares reported in Tables I and II. The filing of this form shall not be deemed an admission that 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 CO INVEST 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 CO INVEST's partners and their affiliates or (d) an assignment to a single party for the purpose of conducting a widely distributed public offering on CO INVEST's behalf. |
| 3. The reporting person currently holds 9.152 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 CO INVEST III 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 | |
| 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||