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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

JACKSON JAMES R JR 		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 and CFO
(Last)          (First)          (Middle)

16 NEW ENGLAND EXECUTIVE PARK, SUITE 200 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/22/2015
(Street)

BURLINGTON, MA 01803
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/22/2015     D    38720   (1) D $10.20   102218   D  
 
Common Stock   1/23/2015     A    8232   (2) A $0   110450   D  
 
Common Stock   1/23/2015     D    110450   D $10.20   0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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   1/23/2015     D         7073   (3)   2/26/2012   2/26/2017   Common Stock   7073   (3) $4.43   (3) 0   D  
 
Stock Option (Right to Buy)   $5.85   1/23/2015     D         35896   (4)     (4) 5/2/2018   Common Stock   35896   (4) $4.35   (4) 0   D  
 
Stock Option (Right to Buy)   $2.30   1/23/2015     D         69348   (5)     (5) 2/3/2019   Common Stock   69348   (5) $7.90   (5) 0   D  
 

Explanation of Responses:
( 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 thereaffter, 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 thereaffter, 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JACKSON JAMES R JR
16 NEW ENGLAND EXECUTIVE PARK
SUITE 200
BURLINGTON, MA 01803

VP and CFO

Signatures
/s/ Eugene W. McDermott as attorney-in-fact 1/26/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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