SEC Form 5 · accession 0001140361-15-007467
Bankwell Financial Group, Inc. · BWFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl R Kuehner III
Director
Period of report
Dec 31, 2014
Accepted (ET)
Feb 17, 2015 · 4:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001505732
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 1,200 | D | ||
| Common StockF2 | holding | — | — | — | 1,000 | D | ||
| Common StockF3,F4 | holding | — | — | — | 4,430 | I | Deferred Compensation Plan | |
| Common StockF3,F4 | holding | — | — | — | 1,465 | I | Deferred Compensation Plan | |
| Common StockF5 | holding | — | — | — | 184,329 | D | ||
| Common StockF5 | holding | — | — | — | 99,989 | D | ||
| Common StockF6 | holding | — | — | — | 9,600 | I | Held as Trustee | |
| Common StockF6 | holding | — | — | — | 9,600 | I | Held as Trustee |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF7 | $15.50 | holding | — | — | — | Dec 22, 2005 | Dec 22, 2015 | Common Stock | 1,580 | 1,580 | D |
| Stock OptionsF8 | $17.50 | holding | — | — | — | Dec 13, 2006 | Dec 13, 2016 | Common Stock | 4,575 | 4,575 | D |
| Stock OptionsF9 | $20.70 | holding | — | — | — | Dec 12, 2007 | Dec 12, 2017 | Commmon Stock | 3,661 | 3,661 | D |
| WarrantsF4,F5,F6 | $14.00 | holding | — | — | — | Oct 1, 2015 | Dec 1, 2015 | Common Stock | 35,770 | 35,770 | D |
Explanation of responses
- F11,200 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.
- F21,000 shares of restricted stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. The shares vest in three substantially equal installments - the first immediately on December 15, 2014 and then on each of December 3, 2015 and December 3, 2016.
- F3This Form 5 is being filed to update the total amount of Deferred Compensation shares held as of 1/16/2015 - 5,895 Shares.
- F4This Form 5 is being filed to clarify the Reporting Person's ownership. Of the 5,895 Shares owed as Indirectly Owned/Deferred Compensation Plan 1,465 Shares are Units. Each Unit consists of one share of Common Stock and an attached Warrant which gives the Reporting Person the right to purchase .3221 shares of the Company's Common Stock at $14.00 per share once exercised. The exercise period for the Warrants is currently set for October 1, 2015 through December 1, 2015. The associated Common Stock is disclosed in Table I, and the associated Warrants in Table II.
- F5This Form 5 is being filed to clarify the Reporting Person's ownership. Of the 284,318 Shares previously reported as Directly Owned 99,989 Shares are Units. Each Unit consists of one share of Common Stock and an attached Warrant which gives the Reporting Person the right to purchase .3221 shares of the Company's Common Stock at $14.00 per share once exercised. The exercise period for the Warrants is currently set for October 1, 2015 through December 1, 2015. The associated Common Stock is disclosed in Table I, and the associated Warrants in Table II.
- F6This Form 5 is being filed to clarify the Reporting Person's ownership. Of the 19,200 Shares previously reported as Indirectly Owned/Trustee 9,600 Shares are Units. Each Unit consists of one share of Common Stock and an attached Warrant which gives the Reporting Person the right to purchase .3221 shares of the Company's Common Stock at $14.00 per share once exercised. The exercise period for the Warrants is currently set for October 1, 2015 through December 1, 2015. The associated Common Stock is disclosed in Table I, and the associated Warrants in Table II.
- F7Stock Options granted pursuant to the 2002 Bank Management, Director and Founder Stock Option Plan, all of which are fully vested.
- F8Stock Options granted pursuant to the 2006 Stock Option Plan, all of which are fully vested.
- F9Stock Options granted pursuant to the 2007 Bank of New Canaan Stock Option Equity Award Plan, all of which are fully vested.