8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 22, 2009

PRIVATEBANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

____________________________

Delaware	000-25887	36-3681151
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)
120 S. LaSalle Suite 400 Chicago, Illinois		60603 (Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:  (312) 564-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(d)                                Departure of Directors or Certain Officers; Election of Directors;Appointments of Certain Officers; Compensatory Arrangements of CertainOfficers.

On July 22, 2009, James B. Nicholson, 66, was appointed to the Boards of Directors of PrivateBancorp, Inc. (the “Company”) and The PrivateBank and Trust Company (“The PrivateBank – Chicago”), one of the Company’s bank subsidiaries.  Mr. Nicholson was appointed as a Class II director with a term expiring at the Company’s 2012 annual stockholders’ meeting.  The appointment of Mr. Nicholson increased the size of the Company’s Board of Directors to 15.    Mr. Nicholson was also appointed to the Audit Committee of the Company’s and The PrivateBank – Chicago’s Boards of Directors.

Mr. Nicholson is President and Chief Executive Officer of PVS Chemicals, Inc., an international manufacturer, distributor and marketer of chemicals and related environmental services based in Detroit, Michigan.  Before joining PVS in 1972, Mr. Nicholson held positions with First National Bank of Chicago in London, England and Dublin, Ireland.  From April 2005 until October 2007, Mr. Nicholson was Chairman of the Board of LaSalle Bank Midwest, N.A.

Consistent with the Company’s current compensation structure for its non-employee directors as previously disclosed in the Company’s 2009 annual meeting proxy statement, upon his appointment, Mr. Nicholson was awarded 2,599 restricted stock units with a value of $50,000 under the Company’s 2007 Long-Term Incentive Compensation Plan.  One-twelfth of the restricted stock units were vested upon issuance, and the remainder will vest in equal monthly installments and will be fully vested on the date of the 2010 annual meeting of stockholders.  Mr. Nicholson will be also be entitled to receive a $50,000 annual cash retainer, the same annual cash retainer payable to the Company’s other non-employee directors.

There have been no transactions between the Company and Mr. Nicholson that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. On July 22, 2009, the Company issued the attached press release regarding Mr. Nicholson’s appointment, which is incorporated herein by reference.

Item 9.01.                      Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press Release dated July 22, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:  July 22, 2009	PRIVATEBANCORP, INC. By: /s/ Larry D. Richman Larry D. Richman President and Chief Executive Officer
	By:/s/ Kevin M. Killips         Kevin M. Killips         Chief Financial Officer

INDEX TO EXHIBITS 

Exhibit
99.1	Press Release dated July 22, 2009

EX-99.1

For further information:

Media Contact:

Amy Yuhn

Director of Communications

312-564-1378

ayuhn@theprivatebank.com

For Immediate Release

James B. Nicholson Joins PrivateBancorp, Inc. Board of Directors

CHICAGO, July 22, 2009 – PrivateBancorp, Inc. (NASDAQ: PVTB) today announced that James B. Nicholson, President and Chief Executive Officer of PVS Chemicals, Inc., has joined its Board of Directors, effective immediately.

“We are fortunate to have Jim Nicholson joining our Board,” said Ralph B. Mandell, Chairman of the Board of Directors, PrivateBancorp, Inc. “Jim brings many strengths to our Company, including his expertise and leadership as a business executive and his past experience as Chairman of the Board of LaSalle Bank Midwest N.A. He also is very well-connected in the Michigan region, an important market for us.”

Nicholson joined PVS Chemicals, based in Detroit, in 1972 and prior to that held positions with First National Bank of Chicago in London, England, and Dublin, Ireland. He is Chairman of the Amerisure Companies and is a member of the Board of Cooper Natural Resources.

“As I have watched PrivateBancorp execute its Strategic Growth Plan throughout the Midwest, I have been impressed by its ability to achieve meaningful growth in the face of some of the most challenging economic times any of us has known,” Nicholson said. “I look forward to being a part of the ongoing success of this Company, working closely with Ralph and President and Chief Executive Officer Larry Richman, someone I have known for many years.”

He is active in civic and philanthropic endeavors including as Chairman of the Board for the Detroit Symphony Orchestra and The Futures Foundation, as well as a member of the executive committee of the Board of Detroit Renaissance.

“I have known Jim for many years and I am pleased that we will add another thoughtful, insightful, experienced business leader to the strong Board of Directors we have,” said Larry D. Richman, President and Chief Executive Officer, PrivateBancorp, Inc.

About PrivateBancorp, Inc.

PrivateBancorp, Inc. is a growing diversified financial services company with 34 offices in 10 states and, as of March 31, 2009, $10.4 billion in assets. Through its subsidiaries, PrivateBancorp delivers customized business and personal financial services to middle-market commercial and commercial real estate companies, as well as business owners, executives, entrepreneurs and families in all of the markets and communities we serve. Our website is www.theprivatebank.com.

Forward-Looking Statements: Statements contained in this news release that are not historical facts may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Company include, but are not limited to, unforeseen difficulties and higher than expected costs associated with the continued implementation of our Strategic Growth Plan and our recent growth; any need to continue to increase our allowance for loan losses; unforeseen difficulties in integrating new hires; inability to retain top management personnel; insufficient liquidity or funding sources or the inability to obtain on terms acceptable to the Company the funding necessary to fund its loan growth; the failure to obtain on terms acceptable to us, or at all, the capital necessary to maintain our regulatory capital ratios above the “well-capitalized” threshold; slower than anticipated growth of the Company’s business or unanticipated business declines, including as a result of continuing negative economic conditions; fluctuations in market rates of interest and loan and deposit pricing in the Company’s market areas; the effect of continued margin pressure on the Company’s earnings; legislative or regulatory changes, particularly changes in the regulation of financial services companies and/or the products and services offered by financial services companies; unforeseen difficulties relating to the mergers and integrations of subsidiary banks; unforeseen difficulties relating to the acquisition and integration of businesses acquired in purchase and assumption transactions; further deterioration in asset quality;  any additional charges related to asset impairments; adverse developments in the Company’s loan or investment portfolios; failure to improve operating efficiencies through expense controls; competition; and the possible dilutive effect of potential acquisitions, expansion or future capital raises. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company assumes no obligation to update publicly any of these statements in light of future events unless required under the federal securities laws.

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