-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JkBlOPGeIRORqEngvYdx8Tr7/nTtSljzg6unh9/LtXiSHOuXOKOT4h9RolBgTy8K 8cTaGAurK7VnuNNxzcNZow== 0001209191-08-049828.txt : 20080902 0001209191-08-049828.hdr.sgml : 20080901 20080902112401 ACCESSION NUMBER: 0001209191-08-049828 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080828 FILED AS OF DATE: 20080902 DATE AS OF CHANGE: 20080902 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PRIVATEBANCORP, INC CENTRAL INDEX KEY: 0000889936 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 363681151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 70 WEST MADISON, SUITE 200 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3126837100 MAIL ADDRESS: STREET 1: 70 WEST MADISON, SUITE 200 CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: PRIVATEBANCORP INC DATE OF NAME CHANGE: 19990408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROCHE COLLIN E CENTRAL INDEX KEY: 0001262902 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34066 FILM NUMBER: 081050746 BUSINESS ADDRESS: STREET 1: GTCR GOLDER RAUNER LLC STREET 2: SUITE 6100, SCARS TOWER CITY: CHICAGO STATE: IL ZIP: 60606 4 1 c35280-01cer.xml MAIN DOCUMENT DESCRIPTION X0303 4 2008-08-28 0000889936 PRIVATEBANCORP, INC PVTB 0001262902 ROCHE COLLIN E C/O GTCR GOLDER RAUNER II, L.L.C. SEARS TOWER # 6100 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) Common Stock 2008-08-28 4 J 0 1418 0 D 0 D Series A Junior Nonvoting Preferred Stock Common Stock 445354 1661.499 I Held by Fund IX/A (as defined) Series A Junior Nonvoting Preferred Stock Common Stock 74257 277.034 I Held by Fund IX/B (as defined) Series A Junior Nonvoting Preferred Stock Common Stock 3352 12.504 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. On May 23, 2008, Privatebancorp, Inc. mistakenly granted 1,418 restricted stock units to the reporting person. The grant was reported by the reporting person pursuant to a Form 4 filed on May 27, 2008. The grant was rescinded on August 28, 2008, after Privatebancorp, Inc. became aware of the mistake. 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 holds 445.354 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 holds 74.257 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 holds 3.352 shares of the Preferred Stock. Each share of the Preferred Stock is convertible into 1,000 shares of Common Stock. /s/ Dennis M. Myers, Attorney-in-Fact 2008-09-02 -----END PRIVACY-ENHANCED MESSAGE-----