Sec Form 4 Filing - BOBINS NORMAN @ PRIVATEBANCORP, INC - 2017-06-09

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 BOBINS NORMAN 2. Issuer Name and Ticker or Trading Symbol PRIVATEBANCORP, INC [ PVTB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PRIVATEBANCORP, INC., 120 S. LASALLE STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2017 (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 05/18/2017 G V 26,025 D $ 0 63,675 D Common Stock 05/24/2017 G V 40,821 D $ 0 22,854 D Common Stock 06/09/2017 M 62,500 A $ 26.64 85,354 D Common Stock 06/09/2017 S 29,383 ( 1 ) D $ 60.45 ( 2 ) 55,971 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 Stock Option (Right to Buy) $ 26.64 06/09/2017 M 62,500 ( 3 ) 07/07/2018 Common Stock 62,500 $ 0 0 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BOBINS NORMAN C/O PRIVATEBANCORP, INC. 120 S. LASALLE STREET CHICAGO, IL60603 X Signatures /s/ Zack Christensen, Attorney-in-Fact 06/13/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were sold in connection with the stock option exercise reported on this form in order to pay the exercise price and related tax obligations upon exercise. ( 2 )Reflects the weighted average sales price of multiple transactions reported on this line. The shares were sold at prices that ranged from $60.31 to $60.52. 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. ( 3 )Options were granted on July 7, 2008. One-half, or 50,000, of the stock options were subject to time-vesting requirements and vested in equal portions on each December 31 of the years 2008, 2009, and 2010. The remaining 50,000 stock options vested in equal portions over five years subject to the achievement of specific performance targets. ( 4 )Of the 100,000 options originally granted in 2008, 50,000 vested based on time-vesting requirements and 12,500 of the total 50,000 performance-vested options vested due to the reporting person remaining on the board through December 31, 2012, pursuant to the terms of the options providing for minimum vesting at 25%. The remaining 37,500 performance-vested options did not vest due to failure to achieve specific performance targets.

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).

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