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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
JACKSONVILLE BANCORP INC /FL/ [ JAXB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/27/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 09/27/2012 | P | 5,000 | A | $1,000 | 5,000 | I(1)(2) | Held by CapGen Capital Group IV LP | ||
Series B Preferred Stock | 12/31/2012 | S | 5,000 | D | (3) | 0 | I(2) | Held by CapGen Capital Group IV LP | ||
Series A Mandatorily Convertible Preferred Stock(6) | 12/31/2012 | P | 5,000 | A | $5,000,000(3) | 5,000 | I(2) | 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(2) | Held by CapGen Capital Group IV LP | ||
Series A Mandatorily Convertible Preferred Stock(6) | 12/31/2012 | P | 900 | A | $900,000 | 900 | D(4) | |||
Series A Mandatorily Convertible Preferred Stock(6) | 12/31/2012 | P | 100 | A | $100,000 | 100 | I(5) | Held by Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. CapGen Capital Group IV LP ("CapGen LP") acquired the shares of Noncumulative, Nonvoting Perpetual Preferred Stock, Series B (the "Series B Preferred Stock") of Jacksonville Bancorp, Inc. (the "Issuer") reported in this row on September 27, 2012. 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 (the "Exchange Act"). Mr. Rose disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest. |
3. Upon receipt of regulatory approval, the Series B Preferred Stock became exchangeable, on a one-for-one basis, into shares of Series A Mandatorily Convertible Preferred Stock ("Series A Preferred Stock"). On December 31, 2012, the 5,000 shares of Series B Preferred Stock were exchanged into 5,000 shares of Series A Preferred Stock. |
4. Of these shares, 100 shares are held in Mr. Rose's retirement account, which is self-directed by Mr. Rose, and 450 of these shares are held jointly with Mr. Rose's wife, Cheryl H. Rose. |
5. The shares reported in this row are held in the retirement account of Mr. Rose's wife, Cheryl H. Rose, which is self-directed by Mrs. Rose. Mr. Rose disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest. |
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: |
/s/ Valerie Kendall, attorney in fact for John W. Rose | 01/03/2013 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |