SEC Form 4 · accession 0001127602-17-022210
PRIVATEBANCORP, INC · PVTB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward W Rabin
Director
Period of report
Jun 23, 2017
Accepted (ET)
Jun 27, 2017 · 1:44 pm EDT
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 | Jun 23, 2017 | D | 25,507 | — | D | 0 | D | |
| Common StockF2 | Jun 23, 2017 | D | 20,000 | — | D | 0 | I | Held By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF5,F3,F4 | — | Jun 23, 2017 | D | 4,938 | D | — | — | Common Stock | 4,938 | 0 | D |
Explanation of responses
- F1Represents 3,112 shares of issuer common stock and 22,395 restricted stock units. 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 restricted stock unit award was cancelled and converted into the right to receive a cash payment of $60.6452.
- F2Pursuant to 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.
- F3The phantom stock units convert to common stock of the Issuer on a 1-for-1 basis.
- F4The phantom stock units are to be settled in common stock of the Issuer upon the date previously elected by the reporting person.
- F5Pursuant 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.