Sec Form 4 Filing - Sullivan John P @ JACKSONVILLE BANCORP INC /FL/ - 2012-09-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sullivan John P
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) _____ Other (specify below)
(Last) (First) (Middle)
1185 AVENUE OF THE AMERICAS, SUITE 2000
3. Date of Earliest Transaction (MM/DD/YY)
09/27/2012
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 0 I ( 2 ) Held by CapGen Capital Group IV LP
Series A Mandatorily Convertible Preferred Stock ( 4 ) 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 ( 4 ) 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 ( 4 ) 12/31/2012 P 200 A $ 200,000 200 I Held by John Sullivan 2012 Credit Shelter Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sullivan John P
1185 AVENUE OF THE AMERICAS
SUITE 2000
NEW YORK, NY10036
X X
Signatures
/s/ John Sullivan 01/03/2013
Signature of Reporting Person Date
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. Sullivan 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. Sullivan 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 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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