| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Bankwell Financial Group, Inc. [ BWFG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/06/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 06/06/2024 | P | 174 | A | $24.79(1) | 35,216 | I | Deferred Compensation Plan | ||
| Common Stock | 06/07/2024 | P | 349 | A | $24.46(2) | 35,565 | I | Deferred Compensation Plan | ||
| Common Stock | 834 | D(3) | ||||||||
| Common Stock | 1,600 | D(4) | ||||||||
| Common Stock | 1,200 | D(5) | ||||||||
| Common Stock | 800 | D(6) | ||||||||
| Common Stock | 500 | D(7) | ||||||||
| Common Stock | 3,520 | D(8) | ||||||||
| Common Stock | 28,810 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Explanation of Responses: |
| 1. Range of reported price is $24.77 to $24.80. Reporting person agrees to provide individual transaction to SEC upon request. |
| 2. Range of reported price is $24.45 to $24.47. Reporting person agrees to provide individual transaction to SEC upon request. |
| 3. 2,500 shares of restricted stock granted on December 29, 2023, pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan with 833 vested immediately on December 29, 2023, 833 vested on February 7, 2024 and 834 will vest on February 7, 2025. |
| 4. 1,600 shares of restricted stock granted on December 29, 2023, pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan with 533 to vest on February 7, 2025, 533 will vest on February 7, 2026 and 534 will vest on February 7, 2027. |
| 5. 1,600 shares of restricted stock granted on December 30, 2022, pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan and will vest in four equal annual installments of 25%, with the first installment vested on January 2, 2024 and an additional 25% to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 400 shares have vested. |
| 6. 1,600 shares of restricted stock granted on December 31, 2021, pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan and will vest in four equal annual installments of 25%, with the first installment vested on January 2, 2023 and an additional 25% to vest on each annual anniversary of the vesting date thereafter. As of the filing date, 800 shares have vested. |
| 7. 2,000 shares of restricted stock granted on December 8, 2020, pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan and will vest in four equal annual installments of 25%, with the first installment vested on January 2, 2022 and an additional 25% to vest on each annual anniversary of the vesting date thereafter. As of the transaction date, 1,500 shares have vested. |
| 8. 3,520 shares of restricted stock granted on February 7, 2020, pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan and will fully vest on February 7, 2025. |
| Remarks: |
| /s/ Courtney E. Sacchetti, Attorney-in-Fact for Eric J. Dale | 06/10/2024 | |
| ** 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 Number. | ||