Sec Form 4 Filing - Evans Jennifer @ PRIVATEBANCORP, INC - 2017-02-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Evans Jennifer 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) General Counsel & Corp. Sec. (Last) (First) (Middle) C/O PRIVATEBANCORP, INC., 120 S. LASALLE STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2017 (Street) CHICAGO, IL60603 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/03/2017 A 8,733 ( 1 ) A $ 0 71,373 D Common Stock 02/03/2017 A 1,584 ( 2 ) A $ 0 72,957 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporti ng Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Evans Jennifer C/O PRIVATEBANCORP, INC. 120 S. LASALLE STREET CHICAGO, IL60603 General Counsel & Corp. Sec. Signatures /s/ Elizabeth Nemeth, Attorney-in-Fact 02/07/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the additional number of shares of common stock that have become issuable based on achievement of a pre-established 3-year (2014-2016) EPS metric, as well as the Issuer's 3-year TSR relative to a pre-established index, under PSUs granted to the reporting person in March 2014. A further 1,757 shares of common stock issuable under the PSUs were previously reported on a Form 4, filed with the SEC on February 9, 2016, due to the Issuer's EPS performance during the first 2 years of the performance period. The Compensation Committee of the Issuer's Board of Directors certified that the Issuer achieved financial performance and TSR levels which will result in vesting of the PSUs at 200% of target on February 28, 2017, subject to continued employment by the reporting person with the Issuer to that date. Based on the terms of the award, distribution of the aggregate 10,490 shares of common stock underlying the PSUs is generally deferred for an additional 2 years after vesting. ( 2 )Represents the minimum number of shares of common stock that have become issuable (subject to continued employment by the reporting person through the vesting date on March 1, 2018) under PSUs granted to the reporting person in March 2015. The performance period for the PSUs is 2015-2017 but the PSUs also contain a 2-year interim performance threshold. Because the Issuer's 2-year cumulative EPS performance through December 31, 2016 exceeded a pre-determined threshold, then upon vesting the reporting person is eligible to receive, at a minimum, the number of shares reported above which represents 33.5% of the target award. Based on the terms of the award, distribution of the shares underlying the PSUs will generally be deferred for an additional 2 years after vesting.

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