SEC Form 4
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*
Gruseke Christopher R
(Last) (First) (Middle)
C/O BANKWELL FINANCIAL GROUP, INC.
258 ELM STREET
(Street)
NEW CANAAN CT 06840
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bankwell Financial Group, Inc. [ BWFG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2023
4. If Amendment, Date of 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
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 01/02/2023 A 1,791 A $0 148,358 D(1)(2)
Common Stock 01/03/2023 F 2,799(3) D $28.33(4) 145,559 D(1)
Common Stock 12,333 D(5)
Common Stock 3,578 D(6)
Common Stock 6,400 D(7)
Common Stock 10,000 I IRA
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 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. 62,287 shares reported are owned jointly with spouse.
2. 1,791 performance based shares were granted and vested on January 2, 2023 as a result of meeting performance metrics from previously issued grants.
3. 2,799 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 5,373 shares.
4. Range of reported sale price is $28.21 - $28.59. Reporting person agrees to provide individual transaction information to SEC upon request.
5. 12,333 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. 6,167 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2023 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 6,166 of those shares are performance restricted stock and may vest when and if the performance goal is achieved.
6. 10,742 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. 5,371 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on January 2, 2022 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 5,371 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the transaction date, 7,164 shares have vested.
7. 32,000 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. 16,000 of those shares are restricted stock that will vest as follows: 40% on December 15, 2020, 20% on December 15, 2021, 20% on December 15, 2022 and 20% on December 15, 2023. 16,000 of those shares are performance restricted stock subject to the same vesting schedule above if performance goals are met. As of the transaction date, 19,200 shares have vested. An additional 1,280 performance based shares were granted and vested on December 15, 2021 as a result of meeting performance metrics.
Remarks:
/s/ Courtney E. Sacchetti, Attorney-in-Fact for Christopher R. Gruseke 01/04/2023
** 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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