SEC Form 4 · accession 0001127602-17-004408
PRIVATEBANCORP, INC · PVTB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Larry D. Richman
Officer — President and CEO · Director
Period of report
Dec 27, 2016
Accepted (ET)
Feb 7, 2017 · 5:50 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000889936
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 27, 2016 | G | 7,600 | $0.00 | D | 485,679 | D | |
| Common StockF3,F2 | Feb 3, 2017 | A | 32,574 | $0.00 | A | 518,253 | D | |
| Common StockF4,F2 | Feb 3, 2017 | A | 7,566 | $0.00 | A | 525,819 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents a charitable gift of shares of common stock by the reporting person.
- F2Includes 293 shares allocated to the reporting person's account under the Issuer's Savings and Retirement Plan as of December 31, 2016.
- F3Represents the additional number of shares of common stock that have become issuable based on achievement of a pre-established 3-year (2014-2016) EPS metric, as well as the Issuer's 3-year TSR relative to a pre-established index, under PSUs granted to the reporting person in March 2014. A further 6,554 shares of common stock issuable under the PSUs were previously reported on a Form 4, filed with the SEC on February 9, 2016, 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 and TSR levels which will result in vesting of the PSUs at 200% of target on February 28, 2017, 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 39,128 shares of common stock underlying the PSUs is generally deferred for an additional 2 years after vesting.
- F4Represents 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, 2018) under PSUs granted to the reporting person in March 2015. The performance period for the PSUs is 2015-2017 but the PSUs also contain a 2-year interim performance threshold. Because the Issuer's 2-year cumulative EPS performance through December 31, 2016 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 represents 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.