0001140361-13-000895.txt : 20130103
0001140361-13-000895.hdr.sgml : 20130103
20130103211837
ACCESSION NUMBER: 0001140361-13-000895
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20121231
FILED AS OF DATE: 20130103
DATE AS OF CHANGE: 20130103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ludwig Eugene
CENTRAL INDEX KEY: 0001453863
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30248
FILM NUMBER: 13509605
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE, 40TH FLOOR WEST
STREET 2: SUITE 401
CITY: NEW YORK
STATE: NY
ZIP: 10017
ISSUER:
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
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CapGen Capital Group IV LP
CENTRAL INDEX KEY: 0001505877
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30248
FILM NUMBER: 13509603
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE, 4-TH FLOOR WEST
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-542-6868
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE, 4-TH FLOOR WEST
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CapGen Capital Group IV LLC
CENTRAL INDEX KEY: 0001505878
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-30248
FILM NUMBER: 13509604
BUSINESS ADDRESS:
STREET 1: 280 PARK AVENUE, 40TH FLOOR WEST
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-542-6868
MAIL ADDRESS:
STREET 1: 280 PARK AVENUE, 40TH FLOOR WEST
CITY: NEW YORK
STATE: NY
ZIP: 10017
4
1
doc1.xml
FORM 4
X0306
4
2012-12-31
0
0001071264
JACKSONVILLE BANCORP INC /FL/
JAXB
0001505877
CapGen Capital Group IV LP
1185 AVENUE OF THE AMERICAS
SUITE 2000
NEW YORK
NY
10036
1
0
1
1
See Remarks
0001453863
Ludwig Eugene
1185 AVENUE OF THE AMERICAS
SUITE 2000
NEW YORK
NY
10036
1
0
1
1
See Remarks
0001505878
CapGen Capital Group IV LLC
1185 AVENUE OF THE AMERICAS
SUITE 2000
NEW YORK
NY
10036
1
0
1
1
See Remarks
Series B Preferred Stock
2012-12-31
4
S
0
5000
D
0
I
Held by CapGen Capital Group IV LP
Series A Mandatorily Convertible Preferred Stock
2012-12-31
4
P
0
5000
5000000
A
5000
I
Held by CapGen Capital Group IV LP
Series A Mandatorily Convertible Preferred Stock
2012-12-31
4
P
0
22530
22530000
A
22530
I
Held by CapGen Capital Group IV LP
Series A Mandatorily Convertible Preferred Stock
2012-12-31
4
P
0
830
830000
A
830
D
The shares reported in this row are owned directly by CapGen Capital Group IV LP ("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 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 Securities Exchange Act of 1934, as amended (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.
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.
Upon receipt of regulatory approval, the Noncumulative, Nonvoting Perpetual Preferred Stock, Series B (the "Series B Preferred Stock") of Jacksonville Bancorp, Inc. (the "Issuer") became exchangeable, on a one-for-one basis, into shares of Series A Mandatorily Convertible, Noncumulative, Nonvoting Perpetual Preferred Stock, Series A (the "Series A Preferred Stock"). On December 31, 2012, all 5,000 shares of Series B Preferred Stock held by the Reporting Persons were exchanged into 5,000 shares of Series A Preferred Stock.
Mr. Ludwig directly owns the shares reported in this row.
Upon receipt of requisite shareholder approvals, each share of Series A Preferred Stock will convert into 2,000 shares of common stock and/or nonvoting common stock (subject to adjustments), as more fully described in the Series A Preferred Stock Designation.
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 the Issuer.
/s/ Eugene A. Ludwig as the managing member of CAPGEN CAPITAL GROUP IV LLC, the general partner of CAPGEN CAPITAL GROUP IV LP
2013-01-03
/s/ Eugene A. Ludwig
2013-01-03