Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
LACRETA STEVEN J
  2. Issuer Name and Ticker or Trading Symbol
MICROFINANCIAL INC [MFI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP of Lessee Relations
(Last)
(First)
(Middle)
200 NEW ENGLAND EXECUTIVE PARK, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2015
(Street)

BURLINGTON, MA 01803
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 01/22/2015   D   13,286 (1) D $ 10.2 24,778 D  
Common Stock 01/23/2015   A   2,712 (2) A $ 0 27,490 D  
Common Stock 01/23/2015   D   27,490 D $ 10.2 0 D  

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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 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
Stock Option (Right to Buy) $ 5.77 01/23/2015   D     2,763 (3) 02/26/2012 02/26/2017 Common Stock 2,763 (3) $ 4.43 (3) 0 D  
Stock Option (Right to Buy) $ 5.85 01/23/2015   D     19,919 (4)   (4) 05/02/2018 Common Stock 19,919 (4) $ 4.35 (4) 0 D  
Stock Option (Right to Buy) $ 2.3 01/23/2015   D     45,497 (5)   (5) 02/03/2019 Common Stock 45,497 (5) $ 7.9 (5) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LACRETA STEVEN J
200 NEW ENGLAND EXECUTIVE PARK
SUITE 200
BURLINGTON, MA 01803
      VP of Lessee Relations  

Signatures

 /s/ Eugene W. McDermott as attorney-in-fact   01/26/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These shares were disposed of pursuant to the December 13, 2014 merger agreement between the issuer, MF Merger Sub Corp. and MF Parent LP in exchange for an equity interest in MF Parent LP with a deemed value equal to $10.20 times such number of shares.
(2) Represents performance based RSU's which were vested in connection with the merger.
(3) This option, which provided for 100% vesting on the 5th anniversary of the grant date, was cancelled in the merger in exchange for a cash payment per share representing the difference between the exercise price and the per share merger price.
(4) This option, which provided for vesting in 25% increments beginning on the second anniversary of the grant date and and annually thereafter, was cancelled in the merger in exchange for a cash payment per share representing the difference between the exercise price and the per share merger price.
(5) This option, which provided for vesting in 25% increments beginning on the second anniversary of the grant date and and annually thereafter, was cancelled in the merger in exchange for a cash payment per share representing the difference between the exercise price and the per share merger price.

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