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^*

GTCR CO INVEST III L P

(Last)

(First)

(Middle)

300 N. LASALLE STREET

SUITE 5600

(Street)

CHICAGO

60654

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

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2013

4. 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 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	05/02/2013		C		12,504	A	$0	52,261	D⁽¹⁾
Common Stock	05/02/2013		S		12,818	D	$18.9	39,443	D⁽¹⁾

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)
Non-Voting Common Stock	⁽²⁾	05/02/2013⁽³⁾		C			12,504⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	12,504	$0	10,159	D⁽¹⁾

1. Name and Address of Reporting Person^*

GTCR CO INVEST III L P

(Last)

(First)

(Middle)

300 N. LASALLE STREET

SUITE 5600

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	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)

300 N. LASALLE STREET

SUITE 5600

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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. Each share of Non-Voting Common Stock is convertible into Common Stock on a one-for-one basis.

3. The conversion of the Non-Voting Common Stock to Common Stock will be completed in connection with the settlement of the sale of Common Stock.

4. The Non-Voting common Stock is convertible into Common Stock at any time and has no expiration date.

Remarks:

CO INVEST, collectively with GTCR FUND IX/A, L.P. and GTCR FUND IX/B, L.P., has the right to appoint a representative to serve as a Director of PrivateBancorp, Inc. Mr. Collin E. Roche currently serves as its representative on the board of PrivateBancorp, Inc.

	/s/ Dennis M. Myers under a Power of Attorney	05/06/2013
	/s/ Dennis M. Myers under a Power of Attorney	05/06/2013
	** Signature of Reporting Person	Date
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