0000909012-15-000293.txt : 20150914 0000909012-15-000293.hdr.sgml : 20150914 20150914150511 ACCESSION NUMBER: 0000909012-15-000293 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150914 DATE AS OF CHANGE: 20150914 GROUP MEMBERS: 0001456279 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JACKSONVILLE BANCORP INC /FL/ CENTRAL INDEX KEY: 0001071264 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 593472981 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78810 FILM NUMBER: 151105381 BUSINESS ADDRESS: STREET 1: 100 NORTH LAURA STREET, SUITE 1000 CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9044213040 MAIL ADDRESS: STREET 1: 100 NORTH LAURA STREET, SUITE 1000 CITY: JACKSONVILLE STATE: FL ZIP: 32202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELIZABETH PARK CAPITAL II L.P. CENTRAL INDEX KEY: 0001530421 IRS NUMBER: 451215280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 29525 CHAGRIN BOULEVARD STREET 2: SUITE 318 CITY: PEPPER PIKE STATE: OH ZIP: 44122 BUSINESS PHONE: 216.292.5755 MAIL ADDRESS: STREET 1: 29525 CHAGRIN BOULEVARD STREET 2: SUITE 318 CITY: PEPPER PIKE STATE: OH ZIP: 44122 SC 13G 1 t307765.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.)* Jacksonville Bancorp Inc. (JAXB) ------------------------------------ (Name of Issuer) Common ------------------------------------ (Title of Class of Securities) 469249205 -------------------- (CUSIP Number) July 24, 2015 ------------------------------------------------------- (Date of Event Which Requires Filings of this Statement Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE 1 OF 7 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Elizabeth Park Capital Advisors, Ltd. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio, USA -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 223,400* EACH ----------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ----------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 223,400* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 223,400* -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.95%* -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA -------------------------------------------------------------------------------- * The shares of common stock,$.01 par value (the "Shares"), of JACKSONVILLE BANCORP INC a Florida corporation (the "Company"), reported herein are held by Elizabeth Park Capital Master Fund, Ltd. (the "Fund"), which is managed by Elizabeth Park Capital Advisors, Ltd. (the "Adviser"). The Adviser, in its capacity as the investment manager of Fund, has the sole power to vote and the sole power to direct the disposition of all Shares held by the Fund. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially own an aggregate of 223,400 Shares, or 6.95% of the Shares deemed issued and outstanding as of July 24, 2015. Fred Cummings is the President and majority owner of the Adviser. The beneficial ownership percentage reported herein is based on 3,214,461 voting Shares issued and outstanding as of July 31, 2015, as disclosed in the Company's Quarterly Report for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on August 10, 2104. This report shall not be deemed an admission that the Adviser, the Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. PAGE 2 OF 7 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Elizabeth Park Capital Master Fund, Ltd. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] N/A -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio, USA -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 182,583* EACH ----------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 0 ----------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 182,583* -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 182,583* -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.68%* -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- * The shares of common stock, $.01 par value (the "Shares"), of JACKSONVILLE BANCORP INC a Florida corporation (the "Company"), reported herein are held by Elizabeth Park Capital Master Fund, Ltd. (the "Fund"), which is managed by Elizabeth Park Capital Advisors, Ltd. (the "Adviser"). The Adviser, in its capacity as the investment manager of Fund, has the sole power to vote and the sole power to direct the disposition of all Shares held by the Fund. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially own an aggregate of 223,400 Shares, or 6.95% of the Shares deemed issued and outstanding as of July 24, 2015. Fred Cummings is the President and majority owner of the Adviser. The beneficial ownership percentage reported herein is based on 3,214,461 voting Shares issued and outstanding as of July 31, 2015, as disclosed in the Company's Quarterly Report for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on August 10, 2104. This report shall not be deemed an admission that the Adviser, the Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. PAGE 3 OF 7 PAGES Item 1(a) Name of Issuer: Jacksonville Bancorp, Inc. (JAXB). Item 1(b) Address of Issuer's Principal Executive Offices: 100 North Laura Street, Suite 1000 Jacksonville, FL 32202 Item 2(a) Name of Person Filing: Elizabeth Park Capital Advisors, Ltd. Elizabeth Park Capital Master Fund, Ltd. Item 2(b) Address of the Principal Office or, if none, Residence: Elizabeth Park Capital Advisors, Ltd. 29525 Chagrin Blvd, Suite 318 Pepper Pike, OH 44122 Elizabeth Park Capital Master Fund, Ltd. 29525 Chagrin Blvd, Suite 318 Pepper Pike, OH 44122 Item 2(c) Citizenship: Elizabeth Park Capital Advisors, Ltd.: Ohio, USA Elizabeth Park Capital Master Fund, Ltd.: Ohio, USA Item 2(d) Title of Class of Securities: Common Stock, $.01 par value Item 2(e) CUSIP Number: 469249205 Item 3 If the Statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [_] Broker or dealer registered under section 15 of the Act(15 U.S.C.78o). (b) [_] Bank as defined in section 3(a)(6) of the Act(15 U.S.C.78c). (c) [_] Insurance company as defined in section 3(a)(19) of the Act(15 U.S.C.78c). (d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.80a-8). (e) [_] An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E); PAGE 4 OF 7 PAGES (f) [_] An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.80a-3); (j) [_] Anon-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J); (k) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J), please specify the type of institution: Item 4 Ownership: (a) Amount Beneficially Owned: Elizabeth Park Capital Advisors, Ltd.: 223,400* Elizabeth Park Capital Master Fund, Ltd.: 182,583* (b) Percent of Class: Elizabeth Park Capital Advisors, Ltd.: 6.95%* Elizabeth Park Capital Master Fund, Ltd.: 5.68%* (c) Number of shares as to which Elizabeth Park Capital Advisors, Ltd. such person has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or direct the vote: 223,400* (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 223,400* PAGE 5 OF 7 PAGES Number of shares as to which Elizabeth Park Capital Master Fund, Ltd. such person has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or direct the vote: 182,583* (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 182,583* * The shares of common stock, $.01 par value (the "Shares"), of JACKSONVILLE BANCORP INC a Florida corporation (the "Company"), reported herein are held by Elizabeth Park Capital Master Fund, Ltd. (the "Fund") which is managed by Elizabeth Park Capital Advisors, Ltd. (the "Adviser"). The Adviser, in its capacity as the investment manager of Fund, has the sole power to vote and the sole power to direct the disposition of all Shares held by the Fund. Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be deemed to beneficially own an aggregate of 223,400 Shares, or 6.95% of the Shares deemed issued and outstanding as of July 24, 2015. Fred Cummings is the President and majority owner of the Adviser. The beneficial ownership percentage reported herein is based on 3,214,461 voting Shares issued and outstanding as of July 31, 2015, as disclosed in the Company's Quarterly Report for the quarter ended June 30, 2015, as filed with the Securities and Exchange Commission on August 10, 2104. This report shall not be deemed an admission that the Adviser, the Fund or any other person is the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. N/A Item 6 Ownership of More than Five Percent on Behalf of Another Person: N/A Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A PAGE 6 OF 7 PAGES Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of a Group: N/A Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 11, 2015 Elizabeth Park Capital Advisors, Ltd. By: /s/ ERNEST C. PELAIA ------------------------ Ernest C. Pelaia Operating Officer Elizabeth Park Capital Master Fund, Ltd. By: /s/ ERNEST C. PELAIA ------------------------ Ernest C. Pelaia Operating Officer The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of their representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see18 U.S.C.1001). PAGE 7 OF 7 PAGES EX-1 2 exh-1.txt EXHIBIT 1 JOINT FILING STATEMENT STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common stock, $.01 par value,of Jacksonville Bancorp. Inc. beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G. Dated: September 11, 2015 Elizabeth Park Capital Advisors, Ltd. By: /s/ ERNEST C. PELAIA ------------------------ Ernest C. Pelaia Operating Officer Elizabeth Park Capital Master Fund, Ltd. By: /s/ ERNEST C. PELAIA ------------------------ Ernest C. Pelaia Authorized Signatory