SEC Form 4 · accession 0001127602-16-040283

PRIVATEBANCORP, INC · PVTB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents the additional number of shares of common stock that have become issuable based on achievement of a pre-established 3-year (2013-2015) EPS metric under PSUs granted to the reporting person in March 2013. A further 2,051 shares of common stock issuable under the PSUs were previously reported on a Form 4, filed with the SEC on January 22, 2015, due to the Issuer's EPS performance during the first 2 years of the performance period. The Compensation Committee of the Issuer's Board of Directors certified that the Issuer achieved financial performance levels which will result in vesting of the PSUs at 150% of target on February 28, 2016, subject to continued employment by the reporting person with the Issuer to that date. Based on the terms of the award, distribution of the aggregate 6,155 shares of common stock underlying the PSUs is generally deferred for an additional 2 years after vesting.
• F2Represents the minimum number of shares of common stock that have become issuable (subject to continued employment by the reporting person through the vesting date on March 1, 2017) under PSUs granted to the reporting person in March 2014. The performance period for the PSUs is 2014-2016 but the PSUs also contain a 2-year interim performance threshold. Because the Issuer's 2-year cumulative EPS performance through December 31, 2015 exceeded a pre-determined threshold, then upon vesting the reporting person is eligible to receive, at a minimum, the number of shares reported above which represent 33.5% of the target award. Based on the terms of the award, distribution of the shares underlying the PSUs will generally be deferred for an additional 2 years after vesting.