FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ahrens C. Brant 		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)
President, Personal Client Ser
(Last)          (First)          (Middle)

C/O PRIVATEBANCORP, INC., 120 S. LASALLE STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/23/2017
(Street)

CHICAGO, IL 60603
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/23/2017     D    87778   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   $14.99   6/23/2017     D         17328      (2) 4/1/2021   Common Stock   17328     (3) 0   D    
Option To Purchase Common Stock   $14.39   6/23/2017     D         15015      (4) 2/22/2022   Common Stock   15015     (5) 0   D    
Option To Purchase Common Stock   $17.95   6/23/2017     D         13876    3/1/2016   2/22/2023   Common Stock   13876     (6) 0   D    
Option To Purchase Common Stock   $27.94   6/23/2017     D         6127    3/1/2017   2/21/2024   Common Stock   6127     (7) 0   D    
Option To Purchase Common Stock   $35.16   6/23/2017     D         5102    3/1/2018   2/20/2025   Common Stock   5102     (8) 0   D    
Option To Purchase Common Stock   $34.13   6/23/2017     D         5212    3/1/2019   2/19/2026   Common Stock   5212     (9) 0   D    
Phantom Stock Units     (10) 6/23/2017     D         1679.067      (11)   (11) Common Stock   1679.067     (12) 0   D    

Explanation of Responses:
(1)  Represents 47,833 shares of issuer common stock, 14,188 unvested restricted stock units, 7,714 vested restricted stock units, 6,540 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)  Options were granted on April 1, 2011, one-third of which vested on the anniversary date in each of 2012, 2013 and 2014.
(3)  Pursuant to the Merger Agreement, each stock option was converted into an option to purchase 0.7572 shares of CIBC common stock for $19.80 per share.
(4)  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.
(5)  Pursuant to the Merger Agreement, each stock option was converted into an option to purchase 0.7572 shares of CIBC common stock for $19.00 per share.
(6)  Pursuant to the Merger Agreement, each stock option was converted into an option to purchase 0.7572 shares of CIBC common stock for $23.71 per share.
(7)  Pursuant to the Merger Agreement, each stock option was converted into an option to purchase 0.7572 shares of CIBC common stock for $36.90 per share.
(8)  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.
(9)  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.
(10)  The phantom stock units convert to common stock of the Issuer on a 1-for-1 basis.
(11)  The phantom stock units are to be settled in common stock of the Issuer upon the date previously elected by the reporting person.
(12)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ahrens C. Brant
C/O PRIVATEBANCORP, INC.
120 S. LASALLE STREET
CHICAGO, IL 60603

President, Personal Client Ser

Signatures
/s/ Zack Christensen, Attorney-in-Fact 6/27/2017
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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