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*
Chivily Christine
(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)
EVP & Chief Credit Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2024
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 02/07/2024 F 941(1) D $24.61(2) 21,704 D
Common Stock 02/07/2024 A 4,894 A $0 4,894 D(3)
Common Stock 3,059 D(4)
Common Stock 3,334 D(5)
Common Stock 1,370 D(6)
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. 941 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 2,900 shares.
2. Range of reported sale price is $24.45 - $24.75. Reporting person agrees to provide individual transaction information to SEC upon request.
3. 4,894 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 2,447 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2025 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 2,447 of those shares are performance restricted stockand may vest when and if the performance goal is achieved.
4. 4,589 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 2,295 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment vesting on February 7, 2024 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 2,294 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the transaction date, 1,530 shares have vested.
5. 5,000 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 2,500 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment vesting on July 1, 2023 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 2,500 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the transaction date, 1,666 shares have vested.
6. 4,111 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. 2,056 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment vesting on February 7, 2023 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 2,055 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the transaction date, 2,741 shares have vested.
Remarks:
/s/ Courtney E. Sacchetti, Attorney-in-Fact for Christine Chivily 02/09/2024
** 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).
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