FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
JACKSONVILLE BANCORP INC /FL/ [ JAXB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/19/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Series A Mandatorily Convertible Preferred Stock | 02/19/2013 | J(1) | 27,530 | D | (1) | 0 | I(2)(3)(4) | Held by CapGen Capital Group IV LP | ||
Series A Mandatorily Convertible Preferred Stock | 02/19/2013 | J(5) | 830 | D | (5) | 0 | D(6) | |||
Series A Mandatorily Convertible Preferred Stock | 02/19/2013 | J(7) | 500 | D | (7) | 0 | D(8) | |||
Common Stock, par value $0.01 per share | 02/19/2013 | J(1) | 24,000,000 | A | (1) | 26,684,144 | I(2)(3)(4) | Held by CapGen Capital Group IV LP | ||
Nonvoting Common Stock, par value $0.01 per share | 02/19/2013 | J(1) | 31,060,000 | A | (1) | 31,060,000 | I(2)(3)(4) | Held by CapGen Capital Group IV LP | ||
Nonvoting Common Stock, par value $0.01 per share | 02/19/2013 | J(5) | 1,660,000 | A | (6) | 1,660,000 | D(6) | |||
Nonvoting Common Stock, par value $0.01 per share | 02/19/2013 | J(7) | 1,000,000 | A | (8) | 1,000,000 | D(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. On February 19, 2013, the 27,530 shares of Series A Mandatorily Convertible Preferred Stock held by CapGen Capital Group IV LP ("CapGen LP") automatically converted into 24,000,000 shares of Common Stock, par value $0.01 per share ("Common Stock"), and 31,060,000 shares of Nonvoting Common Stock, par value $0.01 per share ("Nonvoting Common Stock") at a conversion price of $0.50 per share and a conversion rate of 2,000 shares of Common Stock and/or Nonvoting Common Stock for each share of Series A Mandatorily Convertible Preferred Stock. |
2. The shares reported in this row were (in the case of disposition) or are (in the case of acquisition) owned directly by CapGen LP. CapGen Capital Group IV LLC ("CapGen LLC") is the sole general partner of CapGen LP. Mr. Eugene A. Ludwig is the managing member of CapGen LLC. As a principal member and member of the investment committee of CapGen LLC, Mr. Goldstein may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Mr. Goldstein disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest. |
3. As the sole general partner of CapGen LP, CapGen LLC may be deemed to be the indirect beneficial owner of the shares reported in this row under Rule 16a-1(a)(2) promulgated under the Exchange Act. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, CapGen LLC disclaims that it is the beneficial owner of such shares, except to the extent of its pecuniary interest. |
4. As the managing member of CapGen LLC, Mr. Ludwig may be deemed to be the indirect beneficial owner of the shares reported in this row under Rule 16a-1(a)(2) promulgated under the Exchange Act. Pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Ludwig disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest. |
5. On February 19, 2013, the 830 shares of Series A Mandatorily Convertible Preferred Stock automatically converted into 1,660,000 shares of Nonvoting Common Stock at a conversion price of $0.50 per share and a conversion rate of 2,000 shares of Nonvoting Common Stock for each share of Series A Mandatorily Convertible Preferred Stock. |
6. Mr. Ludwig directly owns the shares reported in this row. |
7. On February 19, 2013, the 500 shares of Series A Mandatorily Convertible Preferred Stock automatically converted into 1,000,000 shares of Nonvoting Common Stock at a conversion price of $0.50 per share and a conversion rate of 2,000 shares of Nonvoting Common Stock for each share of Series A Mandatorily Convertible Preferred Stock. |
8. The shares in this row are owned jointly by Mr. Goldstein and his wife, Candy K. Goldstein. |
Remarks: |
CapGen LP, CapGen LLC and Mr. Ludwig disclaim their status as directors by deputization by virtue of Messrs. John Rose's and John Sullivan's positions as members of the board of directors of Jacksonville Bancorp, Inc. |
/s/ Eugene A. Ludwig | 02/21/2013 | |
/s/ Eugene A. Ludwig as the managing member of CAPGEN CAPITAL GROUP IV LLC, the general partner of CAPGEN CAPITAL GROUP IV LP | 02/21/2013 | |
/s/ Robert B. Goldstein | 02/21/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |