SEC Form 4 · accession 0001140361-15-041584
Bankwell Financial Group, Inc. · BWFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Heidi DeWyngaert
Officer — EVP & CLO
Period of report
Nov 13, 2015
Accepted (ET)
Nov 16, 2015 · 2:54 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 StockF6 | Nov 13, 2015 | M | 1,336 | $14.00 | A | 1,336 | I | Joint with Husband |
| Common StockF1 | holding | — | — | — | 1,000 | D | ||
| Common StockF2 | holding | — | — | — | 2,200 | D | ||
| Common StockF3 | holding | — | — | — | 2,000 | D | ||
| Common StockF4 | holding | — | — | — | 3,250 | D | ||
| Common StockF5 | holding | — | — | — | 6,300 | D | ||
| Common StockF5 | holding | — | — | — | 11,700 | D | ||
| Common Stock | holding | — | — | — | 27,050 | I | Joint with Husband | |
| Common StockF6 | holding | — | — | — | 4,150 | I | Joint with Husband |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF6 | $14.00 | Nov 13, 2015 | M | 1,336 | D | Oct 5, 2015 | Dec 5, 2015 | Common Stock | 1,336 | 0 | I |
| Stock OptonsF7 | $16.00 | holding | — | — | — | Mar 29, 2009 | Mar 29, 2016 | Common Stock | 2,000 | 2,000 | D |
| Stock OptionsF8 | $20.70 | holding | — | — | — | Jan 2, 2011 | Jan 2, 2018 | Common Stock | 4,000 | 4,000 | D |
| Stock OptionsF8 | $20.70 | holding | — | — | — | Mar 26, 2015 | Mar 26, 2018 | Common Stock | 12,000 | 12,000 | D |
| Stock OptionsF9 | $12.64 | holding | — | — | — | Jun 23, 2014 | Jun 23, 2019 | Common Stock | 1,500 | 1,500 | D |
Explanation of responses
- F15,000 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.
- F25,500 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.
- F35,000 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.
- F46,500 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.
- F518,000 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. 11,700 of those shares are performance restricted stock and may vest when and if the performance goals are achieved, but in any event no earlier than December 1, 2017 and no later than December 1, 2019.
- F6All 4,150 Shares were Units, upon exercise of the Warrants on November 13, 2015, the Units became Common Stock. Each Unit consisted 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 5, 2015 through December 5, 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 2007 Bank of New Canaan Stock Option Equity Award 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.