SEC FORM 4

SEC Form 4

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^*

ROSE JOHN W

(Last)

(First)

(Middle)

100 NORTH LAURA STREET

SUITE 100

(Street)

JACKSONVILLE

32202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JACKSONVILLE BANCORP INC /FL/ [ JAXB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Mandatorily Convertible Preferred Stock	02/19/2013		J⁽¹⁾		27,530	D	⁽¹⁾	0	I⁽²⁾	Held by CapGen Capital Group IV LP
Series A Mandatorily Convertible Preferred Stock	02/19/2013		J⁽³⁾		900	D	⁽³⁾	0	D⁽⁴⁾
Series A Mandatorily Convertible Preferred Stock	02/19/2013		J⁽⁵⁾		100	D	⁽⁵⁾	0	I⁽⁶⁾	Held by Spouse
Common Stock, par value $0.01 per share	02/19/2013		J⁽¹⁾		24,000,000	A	⁽¹⁾	26,684,144	I⁽²⁾	Held by CapGen Capital Group IV LP
Common Stock, par value $0.01 per share								80,700	D⁽⁷⁾
Common Stock, par value $0.01 per share								8,050	I⁽⁸⁾⁽¹⁰⁾	Held by Spouse
Nonvoting Common Stock, par value $0.01 per share	02/19/2013		J⁽¹⁾		31,060,000	A	⁽¹⁾	31,060,000	I⁽²⁾	Held by CapGen Capital Group IV LP
Nonvoting Common Stock, par value $0.01 per share	02/19/2013		J⁽³⁾		1,800,000	A	⁽³⁾	1,800,000	D⁽¹¹⁾
Nonvoting Common Stock, par value $0.01 per share	02/19/2013		J⁽⁵⁾		200,000	A	⁽⁵⁾	200,000	I⁽⁹⁾	Held by Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. CapGen Capital Group IV LLC ("CapGen LLC") is the sole general partner of CapGen LP.

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. As a principal member and member of the investment committee of CapGen LLC, the sole general partner of CapGen LP, Mr. Rose 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. Mr. Rose disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.

3. On February 19, 2013, the 900 shares of Series A Mandatorily Convertible Preferred Stock held by Mr. Rose automatically converted into 1,800,000 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.

4. Of these shares, 450 shares were held in Mr. Rose's retirement account, which is self-directed by Mr. Rose, and 450 of these shares were held jointly with Mr. Rose's wife, Cheryl H. Rose.

5. On February 19, 2013, the 100 shares of Series A Mandatorily Convertible Preferred Stock held by Ms. Rose automatically converted into 200,000 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. The shares reported in this row were held in the retirement account of Ms. Rose, which is self-directed by Ms. Rose. Mr. Rose disclaims that he was the beneficial owner of such shares, except to the extent of his pecuniary interest.

7. These shares are held jointly with Ms. Rose.

8. These shares are held by Ms. Rose. Mr. Rose disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.

9. Since Mr. Rose's last ownership report, Mr. Rose no longer has a reportable indirect beneficial interest in 9,800 shares of Common Stock previously held by his children because they no longer share Mr. Rose's household.

10. Of these shares, 900,000 shares are held in Mr. Rose's retirement account, which is self-directed by Mr. Rose, and 900,000 of these shares are held jointly with Ms. Rose.

11. The shares reported in this row are held in the retirement account of Ms. Rose, which is self-directed by Ms. Rose. Mr. Rose disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest.

Remarks:

	/s/ Valerie Kendall, attorney in fact for John W. Rose	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).
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