Sec Form 4 Filing - Van Solkema Kevin @ PRIVATEBANCORP, INC - 2017-06-23

Insider filing report for Changes in Beneficial Ownership
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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)
06/23/2017
(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 06/23/2017 D 49,123 D 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 (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
Option To Purchase Common Stock $ 35.16 06/23/2017 D 5,102 03/01/2018 02/20/2025 Common Stock 5,102 ( 2 ) 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 ( 3 ) 0 D
Phantom Stock Units ( 4 ) 06/23/2017 D 7,267.3494 ( 5 ) ( 5 ) Common Stock 7,267.3494 ( 6 ) 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 06/27/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 7,477 shares of issuer common stock, 16,520 unvested restricted stock units, 7,774 vested restricted stock units, 5,849 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 )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.
( 3 )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.
( 4 )The phantom stock units convert to common stock of the Issuer on a 1-for-1 basis.
( 5 )The phantom stock units are to be settled in common stock of the Issuer upon the date previously elected by the reporting person.
( 6 )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.

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