SEC Form 4 · accession 0001127602-17-022222
PRIVATEBANCORP, INC · PVTB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul E Carey
Officer — Principal Accounting Officer
Period of report
Jun 23, 2017
Accepted (ET)
Jun 27, 2017 · 2:50 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 | 11,628 | — | D | 0 | D | |
| Common StockF2 | Jun 23, 2017 | D | 554 | — | D | 0 | I | By 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option To Purchase Common StockF3 | $35.16 | Jun 23, 2017 | D | 1,435 | D | Mar 1, 2018 | Feb 20, 2025 | Common Stock | 1,435 | 0 | D |
| Option To Purchase Common StockF4 | $34.13 | Jun 23, 2017 | D | 1,533 | D | Mar 1, 2019 | Feb 19, 2026 | Common Stock | 1,533 | 0 | D |
| Phantom Stock UnitsF7,F5,F6 | — | Jun 23, 2017 | D | 606 | D | — | — | Common Stock | 606 | 0 | D |
Explanation of responses
- F1Represents 494 shares of issuer common stock, 2,307 shares of restricted stock, 5,504 unvested restricted stock units, 2,898 shares of common stock issuable under performance share units granted to the reporting person in 2014 and 425 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. Each share of restricted stock of the issuer was cancelled pursuant to the Merger Agreement and replaced with an award of 0.7572 restricted CIBC common shares. 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 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.
- 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.
- F3Pursuant 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.
- F4Pursuant 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.
- F5The phantom stock units convert to common stock of the Issuer on a 1 for 1 basis.
- F6The phantom stock units are to be settled in common stock of the Issuer upon the date previously elected by the reporting person.
- F7Pursuant 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.