SEC Form 4 · accession 0001127602-17-022220

PRIVATEBANCORP, INC · PVTB

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

Reporting owner

C. Brant Ahrens

Officer — President, Personal Client Ser

Period of report

Jun 23, 2017

Accepted (ET)

Jun 27, 2017 · 2:40 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 Stock^F1	Jun 23, 2017	D	87,778	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option To Purchase Common Stock^F3,F2	$14.99	Jun 23, 2017	D	17,328	D	—	Apr 1, 2021	Common Stock	17,328	D
Option To Purchase Common Stock^F5,F4	$14.39	Jun 23, 2017	D	15,015	D	—	Feb 22, 2022	Common Stock	15,015	D
Option To Purchase Common Stock^F6	$17.95	Jun 23, 2017	D	13,876	D	Mar 1, 2016	Feb 22, 2023	Common Stock	13,876	D
Option To Purchase Common Stock^F7	$27.94	Jun 23, 2017	D	6,127	D	Mar 1, 2017	Feb 21, 2024	Common Stock	6,127	D
Option To Purchase Common Stock^F8	$35.16	Jun 23, 2017	D	5,102	D	Mar 1, 2018	Feb 20, 2025	Common Stock	5,102	D
Option To Purchase Common Stock^F9	$34.13	Jun 23, 2017	D	5,212	D	Mar 1, 2019	Feb 19, 2026	Common Stock	5,212	D
Phantom Stock Units^F12,F10,F11	—	Jun 23, 2017	D	1,679	D	—	—	Common Stock	1,679	D

Explanation of responses

F1Represents 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.
F10The phantom stock units convert to common stock of the Issuer on a 1-for-1 basis.
F11The phantom stock units are to be settled in common stock of the Issuer upon the date previously elected by the reporting person.
F12Pursuant 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.
F2Options were granted on April 1, 2011, one-third of which vested on the anniversary date in each of 2012, 2013 and 2014.
F3Pursuant 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.
F4Options 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.
F5Pursuant 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.
F6Pursuant 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.
F7Pursuant 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.
F8Pursuant 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.
F9Pursuant 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.