X0202 3 2007-12-11 0 0000889936 PRIVATEBANCORP, INC PVTB 0001262902 ROCHE COLLIN E C/O GTCR GOLDER ROUNER II, L.L.C. 6100 SEARS TOWER CHICAGO IL 60606 1 0 0 0 Common Stock 1750062 I Held by Fund IX/A (as defined) Common Stock 291800 I Held by Fund IX/B (as defined) Common Stock 13171 I Held by CO INVEST (as defined) Series A Junior Nonvoting Preferred Stock 0 Common Stock 1216145 I Held by Fund IX/A (as defined) Series A Junior Nonvoting Preferred Stock 0 Common Stock 202777 I Held by Fund IX/B (as defined) Series A Junior Nonvoting Preferred Stock 0 Common Stock 9152 I Held by CO INVEST (as defined) 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. 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. 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. 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. The Series A Junior Nonvoting Preferred Stock (the "Preferred Stock") is convertible upon Fund IX/A transferring 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/A'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/A's behalf. Fund IX/A currently holds 1,216.145 shares of the Preferred Stock. Each share of the Preferred Stock is convertible into 1,000 shares of Common Stock. The Preferred Stock is convertible upon Fund IX/B transferring 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. Fund IX/B currently holds 202.777 shares of the Preferred Stock. Each share of the Preferred Stock is convertible into 1,000 shares of Common Stock. The Preferred Stock is convertible upon CO INVEST transferring 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. CO INVEST currently holds 9.152 shares of the Preferred Stock. Each share of the Preferred Stock is convertible into 1,000 shares of Common Stock. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Dennis M. Myers, Attorney-in-Fact 2007-12-20