| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PRIVATEBANCORP, INC [ PVTB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 1,750,062 | D(1) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Junior Nonvoting Preferred Stock | $0(3) | 06/11/2008 | P | 445.354 | (2) | (2) | Common Stock | 445,354(3) | $32,640 | 1,661.499 | D(1) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. GTCR FUND IX/A, L.P. ("FUND IX/A"), is the direct beneficial owner of shares reported in Tables I and II. GTCR Partners IX, L.P. ("GTCR Partners IX") is the general partner of FUND IX/A and GTCR Golder Rauner II, L.L.C. ("GTCR") is the 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. The filing of this form shall not be deemed an admission that GTCR Partners IX or GTCR is, for Section 16 purposes or otherwise, the beneficial owner of those shares. |
| 2. The Series A Junior Nonvoting Preferred Stock (the "Preferred Stock") is convertible into Common Stock upon FUND IX/A transfering 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. |
| 3. The reporting person acquired 445.354 shares of the Preferred Stock. Each share of the Preferred Stock is convertible into 1,000 shares of Common Stock. |
| Remarks: |
| FUND IX/A, collectively with GTCR Fund IX/B, L.P. and GTCR CO-INVEST III, 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 previously filed with the SEC for GTCR FUND IX/A, L.P. | 06/13/2008 | |
| /s/ Dennis M. Myers under a Power of Attorney previously filed with the SEC for GTCR Partners IX, L.P. | 06/13/2008 | |
| /s/ Dennis M. Myers under a Power of Attorney previously filed with the SEC for GTCR Golder Rauner II, L.L.C. | 06/13/2008 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||