UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.)*
Jacksonville Bancorp Inc. (JAXB)
(Name of Issuer)
Common
(Title of Class of Securities)
469249205
(CUSIP Number)
July 24, 2015
(Date of Event Which Requires Filings of this Statement
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PAGE 1 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth Park Capital Advisors, Ltd.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio, USA
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 223,400*
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
-----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
|
223,400*
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,400*
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.95%*
12 TYPE OF REPORTING PERSON*
IA
* The shares of common stock,$.01 par value (the "Shares"), of JACKSONVILLE
BANCORP INC a Florida corporation (the "Company"), reported herein are held by
Elizabeth Park Capital Master Fund, Ltd. (the "Fund"), which is managed by
Elizabeth Park Capital Advisors, Ltd. (the "Adviser"). The Adviser, in its
capacity as the investment manager of Fund, has the sole power to vote and the
sole power to direct the disposition of all Shares held by the Fund.
Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be
deemed to beneficially own an aggregate of 223,400 Shares, or 6.95% of the
Shares deemed issued and outstanding as of July 24, 2015. Fred Cummings is the
President and majority owner of the Adviser. The beneficial ownership percentage
reported herein is based on 3,214,461 voting Shares issued and outstanding as of
July 31, 2015, as disclosed in the Company's Quarterly Report for the quarter
ended June 30, 2015, as filed with the Securities and Exchange Commission on
August 10, 2104. This report shall not be deemed an admission that the Adviser,
the Fund or any other person is the beneficial owner of the securities reported
herein for purposes of Section 13 of the Securities Exchange Act of 1934, as
amended, or for any other purpose.
PAGE 2 OF 7 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth Park Capital Master Fund, Ltd.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio, USA
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 182,583*
EACH -----------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
-----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
|
182,583*
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
182,583*
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.68%*
12 TYPE OF REPORTING PERSON*
CO
* The shares of common stock, $.01 par value (the "Shares"), of JACKSONVILLE
BANCORP INC a Florida corporation (the "Company"), reported herein are held by
Elizabeth Park Capital Master Fund, Ltd. (the "Fund"), which is managed by
Elizabeth Park Capital Advisors, Ltd. (the "Adviser"). The Adviser, in its
capacity as the investment manager of Fund, has the sole power to vote and the
sole power to direct the disposition of all Shares held by the Fund.
Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be
deemed to beneficially own an aggregate of 223,400 Shares, or 6.95% of the
Shares deemed issued and outstanding as of July 24, 2015. Fred Cummings is the
President and majority owner of the Adviser. The beneficial ownership percentage
reported herein is based on 3,214,461 voting Shares issued and outstanding as of
July 31, 2015, as disclosed in the Company's Quarterly Report for the quarter
ended June 30, 2015, as filed with the Securities and Exchange Commission on
August 10, 2104. This report shall not be deemed an admission that the Adviser,
the Fund or any other person is the beneficial owner of the securities reported
herein for purposes of Section 13 of the Securities Exchange Act of 1934, as
amended, or for any other purpose.
PAGE 3 OF 7 PAGES
Item 1(a) Name of Issuer:
Jacksonville Bancorp, Inc. (JAXB).
Item 1(b) Address of Issuer's Principal Executive Offices:
100 North Laura Street, Suite 1000
Jacksonville, FL 32202
Item 2(a) Name of Person Filing:
Elizabeth Park Capital Advisors, Ltd.
Elizabeth Park Capital Master Fund, Ltd.
Item 2(b) Address of the Principal Office or, if none, Residence:
Elizabeth Park Capital Advisors, Ltd.
29525 Chagrin Blvd, Suite 318
Pepper Pike, OH 44122
Elizabeth Park Capital Master Fund, Ltd.
29525 Chagrin Blvd, Suite 318
Pepper Pike, OH 44122
Item 2(c) Citizenship:
Elizabeth Park Capital Advisors, Ltd.: Ohio, USA
Elizabeth Park Capital Master Fund, Ltd.: Ohio, USA
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e) CUSIP Number:
469249205
Item 3 If the Statement is being filed pursuant to Rule
13d-1(b), or 13d-2(b), check whether the person filing
is a:
(a) [_] Broker or dealer registered under section 15 of the Act(15 U.S.C.78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act(15 U.S.C.78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the Act(15
U.S.C.78c).
(d) [_] Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C.80a-8).
(e) [_] An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E);
PAGE 4 OF 7 PAGES
(f) [_] An employee benefit plan or endowment fund in accordance with ss.
240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C.80a-3);
(j) [_] Anon-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J);
(k) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in accordance with ss.240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
Item 4 Ownership:
(a) Amount Beneficially Owned:
Elizabeth Park Capital Advisors, Ltd.: 223,400*
Elizabeth Park Capital Master Fund, Ltd.: 182,583*
(b) Percent of Class:
Elizabeth Park Capital Advisors, Ltd.: 6.95%*
Elizabeth Park Capital Master Fund, Ltd.: 5.68%*
(c) Number of shares as to which Elizabeth Park Capital
Advisors, Ltd. such person has:
(i) sole power to vote or direct the vote:
0
(ii) shared power to vote or direct the vote:
223,400*
(iii) sole power to dispose or to direct the
disposition of:
0
(iv) shared power to dispose or to direct the
disposition of:
223,400*
PAGE 5 OF 7 PAGES
Number of shares as to which Elizabeth Park Capital
Master Fund, Ltd. such person has:
(i) sole power to vote or direct the vote:
0
(ii) shared power to vote or direct the vote:
182,583*
(iii) sole power to dispose or to direct the
disposition of:
0
(iv) shared power to dispose or to direct the
disposition of:
182,583*
* The shares of common stock, $.01 par value (the "Shares"), of JACKSONVILLE
BANCORP INC a Florida corporation (the "Company"), reported herein are held by
Elizabeth Park Capital Master Fund, Ltd. (the "Fund") which is managed by
Elizabeth Park Capital Advisors, Ltd. (the "Adviser"). The Adviser, in its
capacity as the investment manager of Fund, has the sole power to vote and the
sole power to direct the disposition of all Shares held by the Fund.
Accordingly, for the purposes of Reg. Section 240.13d-3, the Adviser may be
deemed to beneficially own an aggregate of 223,400 Shares, or 6.95% of the
Shares deemed issued and outstanding as of July 24, 2015. Fred Cummings is the
President and majority owner of the Adviser. The beneficial ownership percentage
reported herein is based on 3,214,461 voting Shares issued and outstanding as of
July 31, 2015, as disclosed in the Company's Quarterly Report for the quarter
ended June 30, 2015, as filed with the Securities and Exchange Commission on
August 10, 2104. This report shall not be deemed an admission that the Adviser,
the Fund or any other person is the beneficial owner of the securities reported
herein for purposes of Section 13 of the Securities Exchange Act of 1934, as
amended, or for any other purpose.
Item 5 Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the
class of securities, check the following [ ].
N/A
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
N/A
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company:
N/A
PAGE 6 OF 7 PAGES
Item 8 Identification and Classification of Members of the
Group:
N/A
Item 9 Notice of Dissolution of a Group:
N/A
Item 10 Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of such securities and were
were not acquired in connection with or as a participant
in any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 11, 2015 Elizabeth Park Capital Advisors, Ltd.
By: /s/ ERNEST C. PELAIA
------------------------
Ernest C. Pelaia
Operating Officer
Elizabeth Park Capital Master Fund, Ltd.
By: /s/ ERNEST C. PELAIA
------------------------
Ernest C. Pelaia
Operating Officer
|
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of their
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (see18 U.S.C.1001).
PAGE 7 OF 7 PAGES
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