SEC Form 4 · accession 0000908662-15-000029
MICROFINANCIAL INC · MFI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard F Latour
Officer — Pres./CEO/Treasurer/Clerk/Sec. · Director
Period of report
Jan 22, 2015
Accepted (ET)
Jan 26, 2015 · 2:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000827230
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 22, 2015 | D | 206,669 | $10.20 | D | 354,402 | D | |
| Common StockF2 | Jan 23, 2015 | A | 24,244 | $0.00 | A | 378,646 | D | |
| Common Stock | Jan 23, 2015 | D | 378,646 | $10.20 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $5.77 | Jan 23, 2015 | D | 20,272 | D | Feb 26, 2012 | Feb 26, 2017 | Common Stock | 20,272 | 0 | D |
| Stock Option (Right to Buy)F4 | $5.85 | Jan 23, 2015 | D | 68,724 | D | — | May 2, 2018 | Common Stock | 68,724 | 0 | D |
| Stock Option (Right to Buy)F5 | $2.30 | Jan 23, 2015 | D | 99,380 | D | — | Feb 3, 2019 | Common Stock | 99,380 | 0 | D |
Explanation of responses
- F1These 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.
- F2Represents performance based RSU's which were vested in connection with the merger.
- F3This 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.
- F4This 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.
- F5This 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.