SEC Form 4 · accession 0001140361-15-043756

Bankwell Financial Group, Inc. · BWFG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Blake S Drexler

Director

Period of report

Dec 3, 2015

Accepted (ET)

Dec 7, 2015 · 11:00 am 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 Stock^F4	Dec 3, 2015	M	13,240	$14.00	A	13,240	I	Held as Trustee
Common Stock^F1	holding	—	—		—	1,750	D
Common Stock^F2	holding	—	—		—	10,000	D
Common Stock	holding	—	—		—	16,697	I	Deferred Compensation Plan
Common Stock^F3	holding	—	—		—	5,800	I	Deferred Compensation Plan
Common Stock	holding	—	—		—	124,937	D
Common Stock	holding	—	—		—	3,872	I	Held as Trustee
Common Stock^F4	holding	—	—		—	41,112	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
Warrants^F4	$14.00	Dec 3, 2015	M	13,240	D	Oct 5, 2015	Dec 5, 2015	Common Stock	13,240	0	I
Stock Options^F5	$15.50	holding	—	—	—	Dec 22, 2005	Dec 22, 2015	Common Stock	950	950	D
Stock Options^F6	$17.50	holding	—	—	—	Dec 13, 2006	Dec 13, 2016	Common Stock	3,050	3,050	D
Stock Options^F7	$20.70	holding	—	—	—	Dec 12, 2007	Dec 12, 2017	Common Stock	2,788	2,788	D
Warrants^F3	$14.00	holding	—	—	—	Oct 5, 2015	Dec 5, 2015	Common Stock	1,868	1,868	I

Explanation of responses

F13,500 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. As of the Transaction Date, 1,750 Shares have vested.
F230,000 shares of restricted stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan and will vest in three equal annual installments of 10,000 shares, with the first installment to vest immediately on December 9, 2014 and an additional 10,000 shares to vest on December 1, 2015 and December 1, 2016. As of the Transaction Date, 20,000 Shares have vested.
F3All 5,800 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 5, 2015 through December 5, 2015. The associated Common Stock is disclosed in Table I, and the associated Warrants in Table II.
F4All 41,112 Shares were Units, upon exercise of the Warrants on December 3 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.
F5Stock Options granted pursuant to the 2002 Bank Management, Director and Founder Stock Option Plan, all of which are fully vested.
F6Stock Options granted pursuant to the 2006 Stock Option Plan, all of which are fully vested.
F7Stock Options granted pursuant to the 2007 Bank of New Canaan Stock Option Equity Award Plan, all of which are fully vested.