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 * POLINSKY DOUGLAS MICHAEL   2. Issuer Name and Ticker or Trading Symbol Mill City Ventures III, Ltd [MCVT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 130 LAKE STREET WEST, SUITE 300 3. Date of Earliest Transaction (Month/Day/Year) 03/31/2012 (Street) WAYZATA, MN 55391 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               69,411 I By Great North Capital Corp. (1) Common Stock               12,728 I By Minor children (2) Common Stock 12/10/2012   J(3)   289,600 A $ 1 290,055 I By Lantern Advisers LLC (4) Common Stock 03/31/2012   A   5,455 A $ 0 150,092 D   Common Stock 06/30/2012   A   9,091 A $ 0 159,183 D   Common Stock 09/30/2012   A   9,081 A $ 0 168,264 D   Common Stock 12/10/2012   J(3)   5,900 A $ 1 174,164 D   Common Stock 12/10/2012   A   6,000 A $ 0 180,164 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
POLINSKY DOUGLAS MICHAEL 130 LAKE STREET WEST, SUITE 300 WAYZATA, MN 55391	X		Chairman and CEO

Signatures

/s/ Douglas M. Polinsky		03/14/2013
**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)	A Minnesota corporation, of which the Reporting Person is founder and Chief Executive Officer.
(2)	The Reporting Person has no pecuniary interest in these shares and disclaims beneficial ownership.
(3)	On December 10, 2012, the Reporting Person and Lantern Advisers, LLC converted a substantial portion of the principal and interest of certain outstanding promissory notes into common stock.
(4)	A limited liability company, of which the Reporting Person is a member and a manager.
Remarks: ALL SHARE OWNERSHIP AMOUNTS OF HAVE BEEN ADJUSTED TO TAKE INTO ACCOUNT THE EFFECT OF A 1-FOR-11 REVERSE STOCK SPLIT THAT OCCURRED ON SEPTEMBER 7, 2012.

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