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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CapGen Capital Group IV LP (Last) (First) (Middle) 1185 AVENUE OF THE AMERICAS SUITE 2000 (Street) NEW YORK NY 10036 (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) X Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2012
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Series B Preferred Stock	12/31/2012		S		5,000	D	(4)	0	I(1)(2)(3)	Held by CapGen Capital Group IV LP
Series A Mandatorily Convertible Preferred Stock(6)	12/31/2012		P		5,000	A	$5,000,000(4)	5,000	I(1)(2)(3)	Held by CapGen Capital Group IV LP
Series A Mandatorily Convertible Preferred Stock(6)	12/31/2012		P		22,530	A	$22,530,000	22,530	I(1)(2)(3)	Held by CapGen Capital Group IV LP
Series A Mandatorily Convertible Preferred Stock(6)	12/31/2012		P		830	A	$830,000	830	D(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CapGen Capital Group IV LP (Last) (First) (Middle) 1185 AVENUE OF THE AMERICAS SUITE 2000 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Ludwig Eugene (Last) (First) (Middle) 1185 AVENUE OF THE AMERICAS SUITE 2000 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* CapGen Capital Group IV LLC (Last) (First) (Middle) 1185 AVENUE OF THE AMERICAS SUITE 2000 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. Mr. Ludwig directly owns the shares reported in this row.

6. 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.

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 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	01/03/2013
	/s/ Eugene A. Ludwig	01/03/2013
	** Signature of Reporting Person	Date
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