X0306 5 2015-12-31 0 0 0 0001505732 Bankwell Financial Group, Inc. BWFG 0001607544 DeWyngaert Heidi C/O BANKWELL FINANCIAL GROUP, INC. 220 ELM STREET NEW CANAAN CT 06840 0 1 0 0 EVP & CLO Common Stock 1000 D Common Stock 2200 D Common Stock 2000 D Common Stock 3250 D Common Stock 5040 D Common Stock 3978 D Common Stock 7722 D Common Stock 22310 D Common Stock 11486 I Joint with Husband Stock Optons 16.00 2009-03-29 2016-03-29 Common Stock 2000 2000 D Stock Options 20.70 2011-01-02 2018-01-02 Common Stock 4000 4000 D Stock Options 20.70 2015-03-26 2018-03-26 Common Stock 12000 12000 D Stock Options 12.64 2014-06-23 2019-06-23 Common Stock 1500 1500 D 5,000 shares of restricted stock granted pursuant to the 2007 Bank of New Canaan Stock Option Equity Award Plan and will vest in five equal annual installments of 20%, the first installment of 1,000 shares vested on March 22, 2012 and an additional 20% to vest on each annual anniversary of the grant date thereafter. 4,000 Shares have fully vested. 5,500 shares of restricted stock granted pursuant to the 2007 Bank of New Canaan Stock Option Equity Award Plan and will vest in five equal annual installments of 20%, the first installment of 1,100 shares vested on March 21, 2013 and an additional 20% to vest on each annual anniversary of the grant date thereafter. 3,300 Shares have fully vested. 5,000 shares of restricted stock granted pursuant to the 2012 BNC Financial Group, Inc. Stock Plan and will vest in five equal annual installments of 20%, with the first installment of 1,000 shares vested on March 17, 2013 and an additional 20% to vest on each annual anniversary of the grant date thereafter. 3,000 Shares have fully vested. 6,500 shares of restricted stock granted pursuant to the 2012 BNC Financial Group, Inc. Stock Plan and will vest in four equal annual installments of 25%, with the first installment to vest on November 5, 2014 and an additional 25% to vest on each annual anniversary of the grant date thereafter. 3,250 Shares have fully vested. 18,000 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. 6,300 of those shares are restricted stock that will vest in five equal annual installments of 20%, with the first installment to vest on December 1, 2015 and an additional 20% to vest on each annual anniversary of the vesting date thereafter. 1,260 Shares have fully vested. 3,978 of those shares are restricted stock that will vest in four equal annual installments of 25%, with the first installment to vest on December 1, 2016 and an additional 25% to vest on each annual anniversary of the vesting date thereafter. 7,722 of those shares are performance restricted stock and may vest when and if the performance goals are achieved, but in any event no later than December 1, 2019. This Form 5 is being filed to clarify the Reporting Person's Direct and Joint with Husband ownership. Stock Options granted pursuant to the 2002 Bank Management, Director and Founder Stock Option Plan, all of which are fully vested. Stock Options granted pursuant to the 2007 Bank of New Canaan Stock Option Equity Award Plan, all of which are fully vested. Stock Options granted pursuant to the 2007 Bank of New Canaan Stock Option Equity Award Plan, all of which are fully vested. /s/ Heidi DeWyngaert by POA 2016-02-02