Sec Form 4 Filing - Van Solkema Kevin @ PRIVATEBANCORP, INC - 2017-06-12

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 Van Solkema Kevin 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) Chief Risk Officer (Last) (First) (Middle) C/O PRIVATEBANCORP, INC., 120 SOUTH LASALLE ST. 3. Date of Earliest Transaction (MM/DD/YY) 06/12/2017 (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 06/12/2017 M 39,062 A $ 36.75 126,087 D Common Stock 06/12/2017 M 14,440 A $ 14.99 140,527 D Common Stock 06/12/2017 M 16,610 A $ 14.39 157,137 D Common Stock 06/12/2017 M 14,830 A $ 17.95 171,967 D Common Stock 06/12/2017 M 6,127 A $ 27.94 178,094 D Common Stock 06/12/2017 S 91,069 D $ 60.29 ( 1 ) 87,025 D Common Stock 06/12/2017 S 24,567 D $ 60.54 ( 2 ) 62,458 D Common Stock 06/12/2017 G V 13,335 D $ 0 49,123 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) $ 36.75 06/12/2017 M 39,062 ( 3 ) 02/01/2018 Common Stock 39,062 $ 0 0 ( 4 ) D Option To Purchase Common Stock $ 14.99 06/12/2017 M 14,440 ( 5 ) 04/01/2021 Common Stock 14,440 $ 0 0 D Option To Purchase Common Stock $ 14.39 06/12/2017 M 16,610 ( 6 ) 02/22/2022 Common Stock 16,610 $ 0 0 D Option To Purchase Common Stock $ 17.95 06/12/2017 M 14,830 03/01/2016 02/22/2023 Common Stock 14,830 $ 0 0 D Option To Purchase Common Stock $ 27.94 06/12/2017 M 6,127 03/01/2017 02/21/2024 Common Stock 6,127 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Van Solkema Kevin C/O PRIVATEBANCORP, INC. 120 SOUTH LASALLE ST. CHICAGO, IL60603 Chief Risk Officer Signatures /s/ Zack Christensen, Attorney-in-Fact 06/14/2017 Signature of Reporting Person Date

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 $60.16 to $60.39. 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 )Reflects the weighted average sales price of multiple transactions reported on this line. The shares were sold at prices that ranged from $60.52 to $60.57. 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 February 1, 2008. Fifty percent were scheduled to vest upon achievement of specific performance targets. The remaining 50% vested 20% every year on the anniversary of the date of grant and became fully vested after five years. ( 4 )Of the 62,500 options originally granted in 2008, 31,250 vested based on time-vesting requirements and 7,812 of the total 31,250 performance-vested options vested pursuant to the terms of the options providing for minimum vesting at 25%. The remaining 23,438 performance-vested options did not vest due to failure to achieve specific performance targets. ( 5 )Options were granted on April 1, 2011, one-third of which vested on the anniversary date in each of 2012, 2013 and 2014. ( 6 )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.

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).

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