Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * LATOUR RICHARD F	2. Issuer Name and Ticker or Trading Symbol MICROFINANCIAL INC [ MFI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Pres./CEO/Treasurer/Clerk/Sec.
(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		206669   (1)	D	$10.20	354402	D
Common Stock	1/23/2015		A		24244   (2)	A	$0	378646	D
Common Stock	1/23/2015		D		378646	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			20272   (3)	2/26/2012	2/26/2017	Common Stock	20272   (3)	$4.43   (3)	0	D
Stock Option (Right to Buy)	$5.85	1/23/2015		D			68724   (4)	(4)	5/2/2018	Common Stock	68724   (4)	$4.35   (4)	0	D
Stock Option (Right to Buy)	$2.30	1/23/2015		D			99380   (5)	(5)	2/3/2019	Common Stock	99380   (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 beteween 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 beteween 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 beteween the exercise price and the per share merger price.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LATOUR RICHARD F 16 NEW ENGLAND EXECUTIVE PARK SUITE 200 BURLINGTON, MA 01803	X		Pres./CEO/Treasurer/Clerk/Sec.

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.
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