Sec Form 4 Filing - GTCR FUND IX/A L P @ PRIVATEBANCORP, INC - 2013-10-30

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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
GTCR FUND IX/A L P
2. Issuer Name and Ticker or Trading Symbol
PRIVATEBANCORP, INC [ PVTB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 N. LASALLE STREET, SUITE 5600
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2013
(Street)
CHICAGO, IL60654
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 10/30/2013 S 1,703,196 D $ 24.5 3,537,248 D ( 1 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GTCR FUND IX/A L P
300 N. LASALLE STREET
SUITE 5600
CHICAGO, IL60654
X X
GTCR Partners IX, L.P.
300 N. LASALLE STREET
SUITE 5600
CHICAGO, IL60654
X X
GTCR GOLDER RAUNER II LLC
300 N. LASALLE STREET
SUITE 5600
CHICAGO, IL60654
X X
Signatures
/s/ Dennis M. Myers under a Power of Attorney 11/01/2013
Signature of Reporting Person Date
/s/ Dennis M. Myers under a Power of Attorney 11/01/2013
Signature of Reporting Person Date
/s/ Dennis M. Myers under a Power of Attorney 11/01/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )GTCR FUND IX/A, L.P. ("FUND IX/A") is the direct beneficial owner of shares reported in Table I. GTCR Partners IX, L.P. ("GTCR Partners IX") is the general partner of FUND IX/A and GTCR Golder Rauner II, L.L.C. ("GTCR") is the general partner of GTCR Partners IX. As such, GTCR Partners IX and GTCR may be deemed to be beneficial owners of the shares reported in Table I. The filing of this form shall not be deemed an admission that GTCR Partners IX or GTCR is, for Section 16 purposes or otherwise, the beneficial owner of those shares.

Remarks:
FUND IX/A, collectively with GTCR Fund IX/B, L.P. and GTCR CO-INVEST III, L.P., has the right to appoint a representative to serve asa Director of PrivateBancorp, Inc. Mr. Collin E. Roche currently serves as its representative on the board of PrivateBancorp, Inc.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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