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):  May 26, 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 St. 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(b) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 26, 2009, William J. Podl, one of the directors of PrivateBancorp, Inc. (the “Company”) and The PrivateBank and Trust Company (the “Bank”), notified the Company’s Board of Directors of his decision to retire from each of the Company’s and the Bank’s Board of Directors effective May 28, 2009, immediately following the Company’s 2009 annual meeting of stockholders held on that date.

Attached as Exhibit 99.1 is a copy of the press release relating to the Company’s announcement of Mr. Podl’s retirement, which is incorporated herein by reference.            

Item 7.01 Regulation FD Disclosure.

Approval of Annual Meeting Proposals

On May 28, 2009, the Company announced that its stockholders had approved each of the proposals submitted to them at the Company’s 2009 annual stockholders’ meeting.  Attached as Exhibit 99.2 is a copy of the press release relating to the announcement, which is incorporated herein by reference.

Declaration of Second Quarter 2009 Dividend

On May 29, 2009, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.01 per share payable on June 30, 2009 to stockholders of record on June 16, 2009.  This dividend is unchanged from the prior quarterly dividend of $0.01 per share.  Attached as Exhibit 99.3 is a copy of the press release relating to the announcement, which is incorporated herein by reference.

Note:  the information included in Item 7.01 of this report (including the exhibits) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.  This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

Forward-Looking Statements

Statements contained in the attached press releases 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 its Strategic Growth Plan, 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; further deterioration in asset quality; the failure to obtain on terms acceptable to the Company, or at all, the capital necessary to fund its growth and maintain its regulatory capital ratios above the “well-capitalized” threshold; the need to continue to increase the Company’s allowance for loan losses; additional charges related to asset impairments; insufficient liquidity/funding sources or the inability to obtain on terms acceptable to the Company the funding necessary to fund its loan growth; legislative or regulatory changes, particularly changes in the regulation of financial services companies and/or the products and services offered by financial services companies;

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unforeseen difficulties relating to the mergers and integrations of subsidiary banks; adverse developments in the Company’s loan or investment portfolios; slower than anticipated growth of the Company’s business or unanticipated business declines, including as a result of continual negative economic conditions; competition; unforeseen difficulties in integrating new hires; failure to improve operating efficiencies through expense controls; 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press Release dated May 28, 2009
99.2	Press Release dated May 28, 2009 (furnished with the SEC as part of this Form 8-K)

99.3 Press Release dated May 29, 2009 (furnished with the SEC as part of this Form 8-K)

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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.

	PRIVATEBANCORP, INC.
Dated:  May 29, 2009	By:	/s/Christopher J. Zinski
		Christopher J. Zinski
		General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated May 28, 2009
99.2	Press Release dated May 28, 2009 (furnished with the SEC as part of this Form 8-K)
99.3	Press Release dated May 29, 2009 (furnished with the SEC as part of this Form 8-K)

EX-99.1

EXHIBIT 99.1

For further information:

Amy Yuhn

Director of Communications

312-564-1378

ayuhn@theprivatebank.com

For Immediate Release

PrivateBancorp Announces Retirement of Director William Podl

CHICAGO, May 28, 2009 – PrivateBancorp, Inc., (NASDAQ: PVTB) today announced that William J. Podl will retire from its Board of Directors as well as the Board of The PrivateBank and Trust Company following the company’s annual meeting.

Podl, 64, has been a director since 1999. Podl was founder of Doran Scales, Inc., and served as its chairman, president and chief executive officer until he retired in 2007.

“Bill has been a terrific director of PrivateBancorp and a good friend to The PrivateBank since joining our board,” said Ralph B. Mandell, Chairman of the Board of Directors, PrivateBancorp. “He has played an instrumental role in helping to shape PrivateBancorp as it is today. We will miss his wisdom and his candor.”

Podl’s retirement reduces PrivateBancorp’s Board to 14 members.

PrivateBancorp’s annual meeting will take place today at 9 a.m. CDT at The Standard Club in Chicago.

About PrivateBancorp, Inc.

PrivateBancorp, Inc. is a growing diversified financial services company with 23 offices in nine states and more than $10.5 billion in assets as of March 31, 2009. 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 wealthy families. Our website can be found at www.theprivatebank.com.

EX-99.2

EXHIBIT 99.2

For further information:

Amy Yuhn

Director of Communications

312-564-1378

ayuhn@theprivatebank.com

For Immediate Release

PrivateBancorp, Inc. Stockholders Approve All Proposals

CHICAGO,May 28, 2009 — PrivateBancorp, Inc. (NASDAQ:  PVTB) today announced that its stockholders have approved all proposals before them at the 2009 annual meeting of stockholders.

PrivateBancorp stockholders approved the following proposals:

·   The election of Board members Norman R. Bobins, James C. Tyree and Alejandro Silva.

·   An amendment to the company’s amended and restated certificate of incorporation to establish a class of non-voting common stock.

·   An amendment to the company’s amended and restated certificate of incorporation to allow holders of the company’s Series A Junior Non-voting Preferred Stock to convert their shares into non-voting common stock.

·   A non-binding advisory vote on 2008 executive compensation.

·   The ratification of the appointment of Ernst & Young as the company’s independent registered public accounting firm.

“We enjoy very strong support from our stockholders and, once again, we are grateful for their endorsement of proposals critical to the ongoing implementation of our Strategic Growth Plan,” said Larry D. Richman, President and Chief Executive Officer, PrivateBancorp, Inc. “We as a leadership team and Board of Directors have confidence that our plan is the roadmap for our future, and the continued support of our stockholders confirms they, too, recognize the long-term value in the company we are building.”

Of the 33.7 million shares eligible to vote as of the March 31, 2009, record date, more than 28 million votes, or approximately 83 percent of the total shares outstanding, were represented at the meeting.

About PrivateBancorp, Inc.

PrivateBancorp, Inc. is a growing diversified financial services company with 23 offices in nine states and $10.4 billion in assets as of March 31, 2009. 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 wealthy families.

EX-99.3

EXHIBIT 99.3

For further information:

Media Contact:

Amy Yuhn

Director of Communications

312-564-1378

ayuhn@theprivatebank.com

For Immediate Release

PrivateBancorp Declares Quarterly Cash Dividend

CHICAGO, May 29, 2009 -- PrivateBancorp, Inc. (NASDAQ: PVTB) announced today its board of directors declared a quarterly cash dividend of $0.01 per share for the second quarter 2009 payable on June 30, 2009, to stockholders of record on June 16, 2009. This dividend is unchanged from the prior quarterly dividend of $0.01 per share.