PrivateBancorp (PVTB) Form 4 PRIVATEBANCORP / C. Brant Ahrens 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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X

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^*

Ahrens C. Brant

(Last) (First) (Middle)

C/O PRIVATEBANCORP, INC.

120 S. LASALLE STREET

(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, Personal Client Ser

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2017

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	06/23/2017		D		87,778	D	(1)	0	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	06/23/2017		D			17,328	(2)	04/01/2021	Common Stock	17,328	(3)	0	D
Option To Purchase Common Stock	$14.39	06/23/2017		D			15,015	(4)	02/22/2022	Common Stock	15,015	(5)	0	D
Option To Purchase Common Stock	$17.95	06/23/2017		D			13,876	03/01/2016	02/22/2023	Common Stock	13,876	(6)	0	D
Option To Purchase Common Stock	$27.94	06/23/2017		D			6,127	03/01/2017	02/21/2024	Common Stock	6,127	(7)	0	D
Option To Purchase Common Stock	$35.16	06/23/2017		D			5,102	03/01/2018	02/20/2025	Common Stock	5,102	(8)	0	D
Option To Purchase Common Stock	$34.13	06/23/2017		D			5,212	03/01/2019	02/19/2026	Common Stock	5,212	(9)	0	D
Phantom Stock Units	(10)	06/23/2017		D			1,679.067	(11)	(11)	Common Stock	1,679.067	(12)	0	D

Explanation of Responses:

1. Represents 47,833 shares of issuer common stock, 14,188 unvested restricted stock units, 7,714 vested restricted stock units, 6,540 shares of common stock issuable under performance share units granted to the reporting person in 2013, 9,990 shares of common stock issuable under performance share units granted to the reporting person in 2014 and 1,513 shares of common stock issuable under performance share units granted to the reporting person in 2015. Pursuant to the Agreement and Plan of Merger among Canadian Imperial Bank of Commerce ("CIBC"), CIBC Holdco Inc. and the issuer, dated June 29, 2016, as amended (the "Merger Agreement"), each share of common stock of the issuer was converted into the right to receive: (i) $27.20 in cash; and (ii) 0.4176 common shares of CIBC. The closing price of CIBC common stock on June 22, 2017, the last trading day prior to the effective time of the merger, was $80.95 per share. Pursuant to the Merger Agreement, each unvested restricted stock unit award was converted into a cash-settled CIBC restricted stock unit award relating to 0.7572 CIBC common shares. Pursuant to the Merger Agreement, each vested restricted stock unit award was cancelled and converted into the right to receive a cash payment of $60.6452. Pursuant to the Merger Agreement, each performance share unit granted to the reporting person in 2013 was converted into a cash-settled CIBC restricted stock unit award relating to 0.7572 CIBC common shares. Pursuant to the Merger Agreement, each performance share unit granted to the reporting person in 2014 was cancelled and converted into the right to receive a cash payment of $60.6452. Pursuant to the Merger Agreement, each performance share unit granted to the reporting person in 2015 was converted on the Effective Date into a cash-settled CIBC restricted stock unit award relating to 0.7572 CIBC common shares.

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. Pursuant to the Merger Agreement, each stock option was converted into an option to purchase 0.7572 shares of CIBC common stock for $19.80 per share.

4. 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.

5. Pursuant to the Merger Agreement, each stock option was converted into an option to purchase 0.7572 shares of CIBC common stock for $19.00 per share.

6. Pursuant to the Merger Agreement, each stock option was converted into an option to purchase 0.7572 shares of CIBC common stock for $23.71 per share.

7. Pursuant to the Merger Agreement, each stock option was converted into an option to purchase 0.7572 shares of CIBC common stock for $36.90 per share.

8. Pursuant to the Merger Agreement, each stock option was converted into an option to purchase 0.7572 shares of CIBC common stock for $46.43 per share.

9. Pursuant to the Merger Agreement, each stock option was converted into an option to purchase 0.7572 shares of CIBC common stock for $45.07 per share.

10. The phantom stock units convert to common stock of the Issuer on a 1-for-1 basis.

11. The phantom stock units are to be settled in common stock of the Issuer upon the date previously elected by the reporting person.

12. Pursuant to the Merger Agreement, each phantom stock unit of the issuer was converted into a cash-settled phantom stock unit of CIBC relating to 0.7572 shares of CIBC.

	/s/ Zack Christensen, Attorney-in-Fact	06/27/2017
	** Signature of Reporting Person	Date
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