Karen B. Case Form 4 PRIVATEBANCORP / Karen B. Case ownership change

SEC Form 4

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^*

Case Karen B.

(Last) (First) (Middle)

C/O PRIVATEBANCORP, INC.

120 S. LASALLE ST.

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRIVATEBANCORP, INC [ PVTB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President of CRE Banking

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/16/2017		M		14,440	A	$14.99	122,451	D
Common Stock	06/16/2017		M		15,015	A	$14.39	137,466	D
Common Stock	06/16/2017		M		13,420	A	$17.95	150,886	D
Common Stock	06/16/2017		M		6,638	A	$27.94	157,524	D
Common Stock	06/16/2017		S		49,513	D	$60.46(1)	108,011	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Option To Purchase Common Stock	$14.99	06/16/2017		M			14,440	(2)	02/01/2022	Common Stock	14,440	$0	0	D
Option To Purchase Common Stock	$14.39	06/16/2017		M			15,015	(3)	02/22/2022	Common Stock	15,015	$0	0	D
Option To Purchase Common Stock	$17.95	06/16/2017		M			13,420	03/01/2016	02/22/2023	Common Stock	13,420	$0	0	D
Option To Purchase Common Stock	$27.94	06/16/2017		M			6,638	03/01/2017	02/21/2024	Common Stock	6,638	$0	0	D

Explanation of Responses:

1. Reflects the weighted average sales price of multiple transactions reported on this line. The shares were sold at prices that ranged from $60.45 to $60.49. Upon request of the SEC staff, the issuer or a security holder of the issuer, the reporting person will provide information regarding the number of shares sold at each separate price.

2. Options were granted on April 1, 2011, one-third of which vested on the anniversary date in each of 2012, 2013 and 2014.

3. Options were granted on February 22, 2012 as part of the reporting person's 2012 long-term incentive award, one-third of which vested on March 1 of each of 2013, 2014 and 2015.

	/s/ Zack Christensen, Attorney-in-Fact	06/16/2017
	** 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.