UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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JACKSONVILLE BANCORP, INC.
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(Name of Issuer) |
Common Stock |
(Title of Class of Securities) |
469249106 |
(CUSIP Number) |
John Caughey
CapGen Capital Group IV LP
120 West 45th Street
Suite 1010
New York, New York 10036
(212) 542-6868
Copy to:
Alison S. Ressler, Esq.
Sullivan & Cromwell LLP
1888 Century Park East, Suite 2100
Los Angeles, California 90067
(310) 712-6600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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September 30, 2015 |
(Date of Event which Requires Filing of this Statement) |
CUSIP No. 469249106
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1.
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Names of Reporting Persons
CapGen Capital Group IV LP
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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||||
(b)
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x
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||||
3.
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SEC Use Only
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||||
4.
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Source of Funds (See Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) o
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6.
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Citizenship or Place of Organization
Delaware
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||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
1,334,208
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8.
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Shared Voting Power
0
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||||
9.
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Sole Dispositive Power
1,334,208
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,334,208
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||||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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||||
13.
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Percent of Class Represented by Amount in Row (11)
41.5%*
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14.
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Type of Reporting Person (See Instructions)
PN
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*
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The calculation of the percentage of outstanding shares is based on 3,214,461 shares of Common Stock (as defined herein) outstanding as of July 31, 2015, as disclosed by the Issuer (as defined herein) in its Quarterly Report on Form 10-Q for the period ended June 30, 2015.
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CUSIP No. 469249106
|
|||||
1
|
Names of Reporting Persons.
CapGen Capital Group IV LLC
|
||||
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
||||
(a)
|
o
|
||||
(b)
|
x
|
||||
3
|
SEC Use Only
|
||||
4
|
Source of Funds (See Instructions)
OO
|
||||
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||||
6
|
Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
1,334,208
|
|||
8
|
Shared Voting Power
0
|
||||
9
|
Sole Dispositive Power
1,334,208
|
||||
10
|
Shared Dispositive Power
0
|
||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,334,208
|
||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13
|
Percent of Class Represented by Amount in Row (11)
41.5%*
|
||||
14
|
Type of Reporting Person (See Instructions)
OO
|
*
|
The calculation of the percentage of outstanding shares is based on 3,214,461 shares of Common Stock outstanding as of July 31, 2015, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2015.
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CUSIP No. 469249106
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1
|
Names of Reporting Persons
Eugene A. Ludwig
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||||
2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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||||
(a)
|
o
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||||
(b)
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x
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||||
3
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SEC Use Only
|
||||
4
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Source of Funds (See Instructions)
OO
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||||
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o
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||||
6
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Citizenship or Place of Organization
United States
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||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
|||
8
|
Shared Voting Power
1,334,208
|
||||
9
|
Sole Dispositive Power
0
|
||||
10
|
Shared Dispositive Power
1,334,208
|
||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,334,208
|
||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13
|
Percent of Class Represented by Amount in Row (11)
41.5%*
|
||||
14
|
Type of Reporting Person (See Instructions)
IN
|
*
|
The calculation of the percentage of outstanding shares is based on 3,214,461 shares of Common Stock outstanding as of July 31, 2015, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2015.
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CUSIP No. 469249106
|
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1
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Names of Reporting Persons
Robert B. Goldstein
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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||||
(a)
|
o
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||||
(b)
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x
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||||
3
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SEC Use Only
|
||||
4
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Source of Funds (See Instructions)
PF
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||||
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o
|
||||
6
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Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
|||
8
|
Shared Voting Power
875(1)
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||||
9
|
Sole Dispositive Power
0
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||||
10
|
Shared Dispositive Power
875(1)
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||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
875(1)
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||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13
|
Percent of Class Represented by Amount in Row (11)
(2)*
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||||
14
|
Type of Reporting Person (See Instructions)
IN
|
*
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The calculation of the percentage of outstanding shares is based on 3,214,461 shares of Common Stock outstanding as of July 31, 2015, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2015.
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(1)
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Robert B. Goldstein and his spouse, Candy K. Goldstein share voting and dispositive power of these shares.
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(2)
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Less than 1%
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CUSIP No. 469249106
|
|||||
1
|
Names of Reporting Persons
John W. Rose
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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||||
(a)
|
o
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||||
(b)
|
x
|
||||
3
|
SEC Use Only
|
||||
4
|
Source of Funds (See Instructions)
PF
|
||||
5
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o
|
||||
6
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
0
|
|||
8
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Shared Voting Power
4,035(1)
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||||
9
|
Sole Dispositive Power
0
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||||
10
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Shared Dispositive Power
4,035(1)
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||||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,035(1)
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||||
12
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
|
||||
13
|
Percent of Class Represented by Amount in Row (11)
(2)*
|
||||
14
|
Type of Reporting Person (See Instructions)
IN
|
*
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The calculation of the percentage of outstanding shares is based on 3,214,461 shares of Common Stock outstanding as of July 31, 2015, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2015.
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(1)
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John W. Rose and his spouse, Cheryl H. Rose share voting and dispositive power of these shares.
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(2)
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Less than 1%
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Item 4.
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Purpose of Transaction
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Item 6.
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Contracts, Arrangements or Understandings with Respect to Securities of the Issuer
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Item 7.
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Material to be Filed as Exhibits
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Exhibit 20
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Joint Filing Agreement, dated October 2, 2015, by and among CapGen Capital Group IV LP, CapGen Capital Group IV LLC, Robert B. Goldstein and Eugene A. Ludwig.
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Exhibit 21
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Voting and Support Agreement, dated September 30, 2015, by and among CapGen Capital Group IV LP, Robert Goldstein, John Sullivan, Ameris Bancorp and Jacksonville Bancorp, Inc. (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K, filed on October 1, 2015).
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CAPGEN CAPITAL GROUP IV LP
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By:
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CAPGEN CAPITAL GROUP IV LLC,
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its general partner
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By:
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/s/ Eugene A. Ludwig
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Name:
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Eugene A. Ludwig
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Title:
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Managing Member
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CAPGEN CAPITAL GROUP IV LLC
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By:
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/s/ Eugene A. Ludwig
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Name:
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Eugene A. Ludwig
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Title:
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Managing Member
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EUGENE A. LUDWIG
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By:
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/s/ Eugene A. Ludwig
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Name:
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Eugene A. Ludwig
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ROBERT B. GOLDSTEIN
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By:
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/s/ Robert B. Goldstein
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Name:
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Robert B. Goldstein
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JOHN W. ROSE | ||||
By:
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/s/ John W. Rose
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Name:
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John W. Rose
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Exhibit
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Title | |
Exhibit 20
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Joint Filing Agreement, dated October 2, 2015, by and among CapGen Capital Group IV LP, CapGen Capital Group IV LLC, Robert B. Goldstein, Eugene A. Ludwig and John W. Rose.
|
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Exhibit 21 |
Voting and Support Agreement, dated September 30, 2015, by and among CapGen Capital Group IV LP, Robert Goldstein, John Sullivan, Ameris Bancorp and Jacksonville Bancorp, Inc. (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K, filed on October 1, 2015).
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CAPGEN CAPITAL GROUP IV LP
|
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By:
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CAPGEN CAPITAL GROUP IV LLC,
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its general partner
|
||||
By:
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/s/ Eugene A. Ludwig
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Name:
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Eugene A. Ludwig
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Title:
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Managing Member
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CAPGEN CAPITAL GROUP IV LLC
|
||||
By:
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/s/ Eugene A. Ludwig
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Name:
|
Eugene A. Ludwig
|
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Title:
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Managing Member
|
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EUGENE A. LUDWIG
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By:
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/s/ Eugene A. Ludwig
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Name:
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Eugene A. Ludwig
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ROBERT B. GOLDSTEIN
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By:
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/s/ Robert B. Goldstein
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Name:
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Robert B. Goldstein
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JOHN W. ROSE | ||||
By:
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/s/ John W. Rose
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Name:
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John W. Rose
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