SEC Form 4 · accession 0001140361-15-043758

Bankwell Financial Group, Inc. · BWFG

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

Reporting owner

William J Fitzpatrick

Director

Period of report

Dec 3, 2015

Accepted (ET)

Dec 7, 2015 · 11:02 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	805	$14.00	A	805	D
Common Stock^F1	holding	—	—		—	200	D
Common Stock^F2	holding	—	—		—	334	D
Common Stock	holding	—	—		—	2,056	I	Deferred Compensation Plan
Common Stock^F3	holding	—	—		—	451	I	Deferred Compensation Plan
Common Stock	holding	—	—		—	4,866	D
Common Stock^F4	holding	—	—		—	2,500	D

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	805	D	Oct 5, 2015	Dec 5, 2015	Common Stock	805	0	D
Warrants^F3	$14.00	holding	—	—	—	Oct 5, 2015	Dec 5, 2015	Common Stock	145	145	I

Explanation of responses

F1400 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, 200 Shares have vested.
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. As of the Transaction Date, 666 Shares have vested.
F3All of the 451 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 of the 2,500 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.