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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ROCHE COLLIN E (Last) (First) (Middle) 300 N. LASALLE STREET, SUITE 5600 (Street) CHICAGO IL 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 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/10/2014
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/10/2014		C		1,107,077	A	$0.00	2,728,229	I	Held by Fund IX/A (as defined)(1)(2)
Common Stock	09/10/2014		C		184,591	A	$0.00	455,484	I	Held by Fund IX/B (as defined)(1)(3)
Common Stock	09/10/2014		C		8,332	A	$0.00	20,537	I	Held by CO INVEST (as defined)(1)(4)
Common Stock	09/10/2014		S		1,107,077	D	$29.9	1,621,152	I	Held by Fund IX/A (as defined)(1)(2)
Common Stock	09/10/2014		S		184,591	D	$29.9	270,293	I	Held by Fund IX/B (as defined)(1)(3)
Common Stock	09/10/2014		S		8,332	D	$29.9	12,205	I	Held by CO INVEST (as defined)(1)(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Voting Common Stock	(5)	09/10/2014(6)		C			1,107,077(5)	(7)	(7)	Common Stock	1,107,077	$0.00	242,606	I	Held by Fund IX/A (as defined)(1)(2)
Non-Voting Common Stock	(5)	09/10/2014(6)		C			184,591(5)	(7)	(7)	Common Stock	184,591	$0.00	40,446	I	Held by Fund IX/B (as defined)(1)(3)
Non-Voting Common Stock	(5)	09/10/2014(6)		C			8,332(5)	(7)	(7)	Common Stock	12,504	$0.00	1,827	I	Held by CO INVEST (as defined)(1)(4)

Explanation of Responses:

1. The Reporting Person expressly disclaims beneficial ownership of the shares reported in Tables I and II, except to the extent of his pecuniary interest therein. The filing of this form shall not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares.

2. GTCR Fund IX/A, L.P. ("Fund IX/A") is the direct beneficial owner of the shares reported in Tables I and II. GTCR Partners IX, L.P. ("GTCR Partners IX") is the sole general partner of Fund IX/A and GTCR Golder Rauner II, L.L.C. ("GTCR") is the sole 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. GTCR is managed by its members. The Reporting Person is a member of GTCR and partner of GTCR Partners IX and, as a result, has an indirect pecuniary interest in the shares owned by Fund IX/A to the extent of the Reporting Person's indirect proportionate interest in Fund IX/A.

3. GTCR Fund IX/B, L.P. ("Fund IX/B") is the direct beneficial owner of the shares reported in Tables I and II. GTCR Partners IX is the sole general partner of Fund IX/B and GTCR is the sole 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. GTCR is managed by its members. The Reporting Person is a member of GTCR and partner of GTCR Partners IX and, as a result, has an indirect pecuniary interest in the shares owned by Fund IX/B to the extent of the Reporting Person's indirect proportionate interest in Fund IX/B.

4. GTCR Co-Invest III, L.P. ("CO INVEST") is the direct beneficial owner of the shares reported in Tables I and II. GTCR is the general partner of CO INVEST. GTCR may be deemed to be the beneficial owner of the shares reported in Tables I and II. GTCR is managed by its members. The Reporting Person is a member of GTCR and, as a result, has an indirect pecuniary interest in the shares by CO INVEST to the extent of the Reporting Person's indirect proportionate interest in CO INVEST.

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

6. 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.

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

Remarks:

	/s/ Dennis M. Myers, Attorney-in-Fact	09/12/2014
	** 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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