Statement of Changes in Beneficial Ownership (4)
2015年1月27日 - 4:00AM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
JACKSON JAMES R JR
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2. Issuer Name
and
Ticker or Trading Symbol
MICROFINANCIAL INC
[
MFI
]
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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
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(Last)
(First)
(Middle)
16 NEW ENGLAND EXECUTIVE PARK, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/22/2015
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(Street)
BURLINGTON, MA 01803
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/22/2015
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D
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38720
(1)
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D
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$10.20
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102218
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D
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Common Stock
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1/23/2015
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A
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8232
(2)
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A
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$0
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110450
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D
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Common Stock
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1/23/2015
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D
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110450
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D
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$10.20
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$5.77
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1/23/2015
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D
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7073
(3)
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2/26/2012
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2/26/2017
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Common Stock
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7073
(3)
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$4.43
(3)
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0
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D
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Stock Option (Right to Buy)
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$5.85
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1/23/2015
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D
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35896
(4)
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(4)
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5/2/2018
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Common Stock
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35896
(4)
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$4.35
(4)
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0
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D
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Stock Option (Right to Buy)
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$2.30
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1/23/2015
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D
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69348
(5)
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(5)
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2/3/2019
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Common Stock
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69348
(5)
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$7.90
(5)
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0
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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Represents performance based RSU's which were vested in connection with the merger.
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(
3)
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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.
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(
4)
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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.
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(
5)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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JACKSON JAMES R JR
16 NEW ENGLAND EXECUTIVE PARK
SUITE 200
BURLINGTON, MA 01803
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VP and CFO
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Signatures
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/s/ Eugene W. McDermott as attorney-in-fact
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1/26/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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