Security Bank Corp - Statement of Ownership (SC 13G)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Security Bank Corporation

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

814047106

(CUSIP Number)

April 28, 2008

(Date of Event Which Requires Filing 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 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).


CUSIP NO. 814047106		Page 2 of 12 Pages


1)		NAME OF REPORTING PERSONS Financial Stocks Capital Partners V L.P.
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5) SOLE VOTING POWER 0
		6) SHARED VOTING POWER 2,233,627 ⁽¹⁾
		7) SOLE DISPOSITIVE POWER 0
		8) SHARED DISPOSITIVE POWER 2,233,627 ⁽¹⁾


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,233,627 ⁽¹⁾
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.7% ⁽⁴⁾
12)	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. 814047106		Page 3 of 12 Pages


1)		NAME OF REPORTING PERSONS Finstocks Capital Management V, LLC
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5) SOLE VOTING POWER 0
		6) SHARED VOTING POWER 2,233,627 ⁽¹⁾
		7) SOLE DISPOSITIVE POWER 0
		8) SHARED DISPOSITIVE POWER 2,233,627 ⁽¹⁾


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,233,627 ⁽¹⁾
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.7% ⁽⁴⁾
12)	TYPE OF REPORTING PERSON (See Instructions) OO


CUSIP NO. 814047106		Page 4 of 12 Pages


1)		NAME OF REPORTING PERSONS Financial Stocks Capital Partners IV L.P.
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5) SOLE VOTING POWER 0
		6) SHARED VOTING POWER 319,090 ⁽²⁾
		7) SOLE DISPOSITIVE POWER 0
		8) SHARED DISPOSITIVE POWER 319,090 ⁽²⁾


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 319,090 ⁽²⁾
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.3% ⁽⁴⁾
12)	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP NO. 814047106		Page 5 of 12 Pages


1)		NAME OF REPORTING PERSONS Finstocks Capital Management IV, LLC
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5) SOLE VOTING POWER 0
		6) SHARED VOTING POWER 319,090 ⁽²⁾
		7) SOLE DISPOSITIVE POWER 0
		8) SHARED DISPOSITIVE POWER 319,090 ⁽²⁾


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 319,090 ⁽²⁾
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.3% ⁽⁴⁾
12)	TYPE OF REPORTING PERSON (See Instructions) OO


CUSIP NO. 814047106		Page 6 of 12 Pages


1)		NAME OF REPORTING PERSONS FSI Group, LLC
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5) SOLE VOTING POWER 0
		6) SHARED VOTING POWER 2,552,717 ⁽³⁾
		7) SOLE DISPOSITIVE POWER 0
		8) SHARED DISPOSITIVE POWER 2,552,717 ⁽³⁾


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,552,717 ⁽³⁾
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% ⁽⁴⁾
12)	TYPE OF REPORTING PERSON (See Instructions) OO


CUSIP NO. 814047106		Page 7 of 12 Pages


1)		NAME OF REPORTING PERSONS Steven N. Stein
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5) SOLE VOTING POWER 0
		6) SHARED VOTING POWER 2,552,717 ⁽³⁾
		7) SOLE DISPOSITIVE POWER 0
		8) SHARED DISPOSITIVE POWER 2,552,717 ⁽³⁾


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,552,717 ⁽³⁾
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% ⁽⁴⁾
12)	TYPE OF REPORTING PERSON (See Instructions) IN


CUSIP NO. 814047106		Page 8 of 12 Pages


1)		NAME OF REPORTING PERSONS John M. Stein
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5) SOLE VOTING POWER 0
		6) SHARED VOTING POWER 2,552,717 ⁽³⁾
		7) SOLE DISPOSITIVE POWER 0
		8) SHARED DISPOSITIVE POWER 2,552,717 ⁽³⁾


9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,552,717 ⁽³⁾
10)	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% ⁽⁴⁾
12)	TYPE OF REPORTING PERSON (See Instructions) IN

(1)

Consists of 2,233,627 shares of common stock issuable pursuant to a warrant issued to Financial Stocks Capital Partners V L.P. that is currently exercisable. Finstocks Capital Management V, LLC is the general partner of Financial Stocks Capital Partners V L.P. Finstocks Capital Management V, LLC is a subsidiary of FSI Group, LLC, which is controlled by Steven N. Stein and John M. Stein, who have the power to vote and dispose of the shares being reported, and accordingly Steven N. Stein and John M. Stein may be deemed the beneficial owners of such shares. The foregoing


		Page 9 of 12 Pages

should not be construed to be an admission by Finstocks Capital Management V, LLC, FSI Group, LLC, Steven N. Stein or John M. Stein as to the beneficial ownership of the shares owned by Financial Stocks Capital Partners V L.P.

(2)

Consists of 319,090 shares of common stock issuable pursuant to a warrant issued to Financial Stocks Capital Partners IV L.P. that is currently exercisable. Finstocks Capital Management IV, LLC is the general partner of Financial Stocks Capital Partners IV L.P. Finstocks Capital Management IV, LLC is a subsidiary of FSI Group, LLC, which is controlled by Steven N. Stein and John M. Stein, who have the power to vote and dispose of the shares being reported, and accordingly Steven N. Stein and John M. Stein may be deemed the beneficial owners of such shares. The foregoing should not be construed to be an admission by Finstocks Capital Management IV, LLC, FSI Group, LLC, Steven N. Stein or John M. Stein as to the beneficial ownership of the shares owned by Financial Stocks Capital Partners IV L.P.

(3)

Consists of (i) 2,233,627 shares of common stock issuable pursuant to a warrant issued to Financial Stocks Capital Partners V L.P that is currently exercisable, and (ii) 319,090 shares of common stock issuable pursuant to a warrant issued to Financial Stocks Capital Partners IV L.P. that is currently exercisable. Finstocks Capital Management V, LLC is the general partner of Financial Stocks Capital Partners V L.P. Finstocks Capital Management V, LLC is a subsidiary of FSI Group, LLC, which is controlled by Steven N. Stein and John M. Stein, who have the power to vote and dispose of the shares being reported, and accordingly Steven N. Stein and John M. Stein may be deemed the beneficial owners of such shares. Finstocks Capital Management IV, LLC is the general partner of Financial Stocks Capital Partners IV L.P. Finstocks Capital Management IV, LLC is a subdiairy of FSI Group, LLC, which is controlled by Steven N. Stein and John M. Stein, who have the power to vote and dispose of the shares being reported, and accordingly Steven N. Stein and John M. Stein may be deemed the beneficial owners of such shares. The foregoing should not be construed to be an admission by Finstocks Capital Management V, LLC, FSI Group, LLC, Steven N. Stein or John M. Stein as to the beneficial ownership of the shares owned by Financial Stocks Capital Partners V L.P., or Finstocks Capital Management IV, LLC, FSI Group, LLC, Steven N. Stein or John M. Stein as to the beneficial ownership of the shares owned by Financial Stocks Capital Partners IV L.P.

(4)	Based on 23,441,196 shares of common stock outstanding as of March 28, 2008, as reported in the Issuer’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2008.


		Page 10 of 12 Pages

SCHEDULE 13G

Item 1

(a)

Name of Issuer:

Security Bank Corporation

(b)

Address of Issuer’s Principal Executive Offices:

4719 Forsyth Road

Macon, Georgia 31210

Item 2

(a)

Name of Person Filing:

1. Financial Stocks Capital Partners V L.P.

2. Finstocks Capital Management V, LLC

3. Financial Stocks Capital Partners IV L.P.

4. Finstocks Capital Management IV, LLC

5. FSI Group, LLC

6. Steven N. Stein

7. John M. Stein

(b)

Address of Principal Business Office or, if none, Residence:

1. 1300 Carew Tower

441 Vine Street

Cincinnati, Ohio 45202

2. 1300 Carew Tower

441 Vine Street

Cincinnati, Ohio 45202

3. 1300 Carew Tower

441 Vine Street

Cincinnati, Ohio 45202

4. 1300 Carew Tower

441 Vine Street

Cincinnati, Ohio 45202

5. 1300 Carew Tower

441 Vine Street

Cincinnati, Ohio 45202

6. 1300 Carew Tower

441 Vine Street

Cincinnati, Ohio 45202

7. 1300 Carew Tower

441 Vine Street

Cincinnati, Ohio 45202

(c)

Citizenship:

1. Delaware

2. Delaware

3. Delaware

4. Delaware

5. Delaware

6. United States of America

7. United States of America

(d)

Title of Class of Securities:

Common stock, par value $1.00 per share

(e)

CUSIP Number:

814047106

Item 3

Check appropriate box if this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c):

(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 § 240.13d-1(b)(1)(ii)(E);

(f)

¨

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

¨

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

¨

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.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)

¨

Group, in accordance with § 240.13d-1(b)(1)(ii)(J)


		Page 11 of 12 Pages


Item 4	Ownership.

	(a)	Amount beneficially owned: See Item 9 of the cover page.

	(b)	Percent of class: See Item 11 of the cover page.

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:

		(ii)	Shared power to vote or to direct the vote:

		(iii)	Sole power to dispose or to direct the disposition of:

		(iv)	Shared power to dispose or to direct the disposition of:

		See Items 5-8 of the cover page.

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 ¨ .

Item 6	Ownership of More Than Five Percent on Behalf of Another Person :

	Not Applicable.

Item 7	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

	Not Applicable.

Item 8	Identification and Classification of Members of the Group:

	Not Applicable.

Item 9	Notice of Dissolution of Group:

	Not Applicable.

Item 10	Certification:

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


		Page 12 of 12 Pages

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.


Date: May 7, 2008	Financial Stocks Capital Partners V L.P.
	By:	Finstocks Capital Management V, LLC
	Its:	Sole General Partner

	/s/ JOHN M. STEIN
	By:	John M. Stein
	Title:	President

	Finstocks Capital Management V, LLC

	/s/ JOHN M. STEIN
	By:	John M. Stein
	Title:	President

	Financial Stocks Capital Partners IV L.P.
	By:	Finstocks Capital Management IV, LLC
	Its:	Sole General Partner

	/s/ JOHN M. STEIN
	By:	John M. Stein
	Title:	President

	Finstocks Capital Management IV, LLC

	/s/ JOHN M. STEIN
	By:	John M. Stein
	Title:	President

	FSI Group, LLC

	/s/ JOHN M. STEIN
	By:	John M. Stein
	Title:	President

	/s/ STEVEN N. STEIN
	Steven N. Stein

	/s/ JOHN M. STEIN
	John M. Stein

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13G filed herewith is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended, on behalf of each such person.


Date: May 7, 2008	Financial Stocks Capital Partners V L.P.
	By:	Finstocks Capital Management V, LLC
	Its:	Sole General Partner

	/s/ JOHN M. STEIN
	By:	John M. Stein
	Title:	President

	Finstocks Capital Management V, LLC

	/s/ JOHN M. STEIN
	By:	John M. Stein
	Title:	President

	Financial Stocks Capital Partners IV L.P.
	By:	Finstocks Capital Management IV, LLC
	Its:	Sole General Partner

	/s/ JOHN M. STEIN
	By:	John M. Stein
	Title:	President

	Finstocks Capital Management IV, LLC

	/s/ JOHN M. STEIN
	By:	John M. Stein
	Title:	President

	FSI Group, LLC

	/s/ JOHN M. STEIN
	By:	John M. Stein
	Title:	President

	/s/ STEVEN N. STEIN
	Steven N. Stein

	/s/ JOHN M. STEIN
	John M. Stein