Jacksonville Bancorp (JAXB) SC 13D/A Jacksonville Bancorp Inc /FL/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

JACKSONVILLE BANCORP, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

469249106

(CUSIP Number)

Robert Merlino

CapGen Capital Group IV LP

120 West 45th Street

Suite 1010

New York, New York 10036

(212) 542-6868

Copy to:

Alison S. Ressler, Esq.

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, California 90067

(310) 712-6600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 11, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

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 control number.

CUSIP No.   469249106
	1.	Names of Reporting Persons CapGen Capital Group IV LP
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11) 0.0%
	14.	Type of Reporting Person (See Instructions) PN

CUSIP No.   469249106
	1	Names of Reporting Persons CapGen Capital Group IV LLC
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 0
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13	Percent of Class Represented by Amount in Row (11) 0.0%
	14	Type of Reporting Person (See Instructions) OO

CUSIP No.   469249106
	1	Names of Reporting Persons Eugene A. Ludwig
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 0
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13	Percent of Class Represented by Amount in Row (11) 0.0%
	14	Type of Reporting Person (See Instructions) IN

CUSIP No.   469249106
	1	Names of Reporting Persons Robert B. Goldstein
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) PF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 0
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13	Percent of Class Represented by Amount in Row (11) 0.0%
	14	Type of Reporting Person (See Instructions) IN

CUSIP No.   469249106
	1	Names of Reporting Persons John W. Rose
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds (See Instructions) PF
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o
	6	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 0
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13	Percent of Class Represented by Amount in Row (11) 0.0%
	14	Type of Reporting Person (See Instructions) IN

EXPLANATORY NOTE

The Reporting Persons are filing this Amendment No. 8 on Schedule 13D (this “Amendment No. 8”) to amend the Schedule 13D filed on November 26, 2010 (as amended by Amendment No. 1 filed on August 27, 2012, Amendment No. 2 filed on September 28, 2012, Amendment No. 3 filed on January 4, 2013, Amendment No. 4 filed on January 23, 2013, Amendment No. 5 filed on February 21, 2013, Amendment No. 6 filed on November 5, 2014 and Amendment No. 7 filed on October 2, 2015, the “13D Filing”).  Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the 13D Filing.  Except as specifically amended and supplemented by this Amendment, the 13D Filing remains in full force and effect.

Item 4. Purpose of Transaction

Item 4 of the 13D Filing is hereby amended and supplemented by adding the following immediately prior to the last paragraph thereof:

In connection with the merger (the “Merger”) of the Issuer with and into Ameris Bancorp (“Ameris”) on March 11, 2016, pursuant to the agreement and plan of merger (the “Merger Agreement”), dated September 30, 2015 between the Issuer and Ameris, all of the shares of JAXB Common Stock held by the Reporting Persons were cancelled and converted into the right to receive, without interest, in accordance with the procedures set forth in the Merger Agreement, and at the election of each Reporting Person as provided in and subject to the Merger Agreement, either (i) that number of shares of Ameris common stock, par value $1.00 per share, that equals 0.5861 per shares of JAXB Common Stock or (ii) $16.50 in cash per share of JAXB Common Stock.

Item 5. Interest in Securities of the Issuer

Item 5(a) and (b) of the 13D Filing is hereby amended and restated as follows:

As a result of the Merger, all of the shares of JAXB Common Stock held by the Reporting Persons have been cancelled, and as of the effective time of the Merger, the Reporting Persons own no shares of JAXB Common Stock and cease to be the beneficial owners of more than 5% of the outstanding shares of JAXB Common Stock.

Item 7. Material to be Filed as Exhibits

Item 7 of the 13D Filing is hereby amended and supplemented by inserting the following:

Exhibit 22 Joint Filing Agreement, dated March 15, 2016, by and among CapGen Capital Group IV LP, CapGen Capital Group IV LLC, Robert B. Goldstein, Eugene A. Ludwig and John W. Rose.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 15, 2016

CAPGEN CAPITAL GROUP IV LP
By:		CAPGEN CAPITAL GROUP IV LLC,
		its general partner
By:	/s/ Eugene Ludwig
Name:	Eugene A. Ludwig
Title:	Managing Member
CAPGEN CAPITAL GROUP IV LLC
By:	/s/ Eugene Ludwig
Name:	Eugene A. Ludwig
Title:	Managing Member
EUGENE A. LUDWIG
By:	/s/ Eugene Ludwig
Name:	Eugene A. Ludwig
ROBERT B. GOLDSTEIN
By:	/s/ Robert B. Goldstein
Name:	Robert B. Goldstein

JOHN W. ROSE
By:	/s/ John W. Rose
Name:	John W. Rose

EXHIBIT INDEX

Exhibit	Title
Exhibit 22	Joint Filing Agreement, dated March 15, 2016, by and among CapGen Capital Group IV LP, CapGen Capital Group IV LLC, Robert B. Goldstein, Eugene A. Ludwig and John W. Rose.