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
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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*
Gibbs Thomas E.

(Last) (First) (Middle)
201 N. FRANKLIN STREET
SUITE 100

(Street)
TAMPA FL 33602

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Florida Bank Group, Inc. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2011
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
Common Stock 36,000 I By Golden Rule FBGI, LLC
Common Stock 107,952 D
Series C Convertible Preferred Stock 06/30/2011 P 200 A $1,000 0(1) D
Series C Convertible Preferred Stock 06/30/2011 P 50 A $1,000 0(2) I By Golden Rule FBGI, LLC
Series C Convertible Preferred Stock 09/30/2011 P 30 A $1,000 0(2) I By Golden Rule FBGI, LLC
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
Options $16.5 12/31/2008 12/15/2016 Common Stock 15,000 15,000 D
Options $16.5 12/31/2008 05/01/2017 Common Stock 7,500 7,500 D
Common Stock Warrant (right to buy) $0.01 06/30/2011 J(3) 250,000 06/30/2011 03/31/2012 Common Sock 250,000 $0.01 250,000 D
Common Stock Warrant $0.01 06/30/2011 J(4) 62,500 06/30/2011 03/31/2012 Common Stock 62,500 $0.01 62,500 I By Golden Rule FBGI, LLC
Common Stock Warrant $0.01 09/30/2011 J(4) 37,500 09/30/2011 03/31/2012 Common Stock 37,500 $0.01 37,500 I By Golden Rule FBGI, LLC
Explanation of Responses:
1. The shares of Preferred Stock are convertible into common stock at the holder's option after December 31, 2011 and are mandatorily convertible in certain events. The stock is convertible at a per share price based upon the Company's tangible common stock book value per share as of the end of the calendar quarter prior to conversion, as calculated in accordance with the Company's Articles of Incorporation, as amended.
2. The shares of Preferred Stock are convertible into common stock at the holder's option after December 31, 2011 and are mandatorily convertible in certain events. The stock is convertible at a per share price based upon the Company's tangible common stock book value per share as of the end of the calendar quarter prior to conversion, as calculated in accordance with the Company's Articles of Incorporation, as amended.
3. One non-transferrable stock purchase warrant for each share of Series C Convertible Preferred Stock purchased, each such warrant exercisable for 1,250 shares of common stock at $.01 per share.
4. One non-transferrable stock purchase warrant for each share of Series C Convertible Preferred Stock purchased, each such warrant exercisable for 1,250 shares of common stock at $.01 per share.
Thomas E. Gibbs 09/30/2011
** 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.