Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 ^* GTCR FUND IX/B 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 _____ 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/YYYY) 9/10/2014
(Street) CHICAGO, IL 60654 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	9/10/2014		C		184591	A	$0.00	455484	D ⁽¹⁾
Common Stock	9/10/2014		S		184591	D	$29.90	270293	D ⁽¹⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Voting Common Stock	⁽²⁾	9/10/2014 ⁽³⁾		C			184591 ⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	184591	$0.00	40446	D ⁽¹⁾

Explanation of Responses:
( 1)	GTCR FUND IX/B, L.P. ("FUND IX/B") is the direct beneficial owner of shares reported in Tables I and II. GTCR Partners IX, L.P. ("GTCR Partners IX") is the general partner of FUND IX/B 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 Tables I and II. 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.
( 2)	Each share of Non-Voting Common Stock is convertible into Common Stock on a one-for-one basis.
( 3)	The Conversion of the Non-Voting Common Stock to Common Stock will be completed in connection with the settlement of the sale of Common Stock.
( 4)	The Non-Voting common stock is convertible into Common Stock at any time and has no expiration date.

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

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GTCR FUND IX/B L P 300 N. LASALLE STREET SUITE 5600 CHICAGO, IL 60654	X
GTCR Partners IX, L.P. 300 N. LASALLE STREET SUITE 5600 CHICAGO, IL 60654	X
GTCR GOLDER RAUNER II LLC 300 N. LASALLE STREET SUITE 5600 CHICAGO, IL 60654	X

Signatures
/s/ Dennis M. Myers under a Power of Attorney		9/12/2014
^** Signature of Reporting Person		Date
/s/ Dennis M. Myers under a Power of Attorney		9/12/2014
^** Signature of Reporting Person		Date
/s/ Dennis M. Myers under a Power of Attorney		9/12/2014
^** 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).
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