SEC Form 4 · accession 0001140361-15-043888
Bankwell Financial Group, Inc. · BWFG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James A Fieber
Director
Period of report
Dec 4, 2015
Accepted (ET)
Dec 8, 2015 · 1:13 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 StockF4 | Dec 4, 2015 | M | 21,258 | $14.00 | A | 21,258 | D | |
| Common StockF5 | Dec 4, 2015 | M | 1,355 | $14.00 | A | 1,355 | I | Joint with Wife |
| Common StockF6 | Dec 4, 2015 | M | 3,348 | $14.00 | A | 3,348 | I | Held as Trustee |
| Common StockF1 | holding | — | — | — | 1,400 | D | ||
| Common StockF2 | holding | — | — | — | 500 | D | ||
| Common Stock | holding | — | — | — | 13,506 | I | Deferred Compensation Plan | |
| Common StockF3 | holding | — | — | — | 3,711 | I | Deferred Compensation Plan | |
| Common StockF4 | holding | — | — | — | 66,000 | D | ||
| Common StockF5 | holding | — | — | — | 4,208 | I | Joint with Wife | |
| Common Stock | holding | — | — | — | 254,832 | I | Held as Trustee | |
| Common StockF6 | holding | — | — | — | 10,406 | I | Held as Trustee | |
| Common Stock | holding | — | — | — | 122,071 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF4 | $14.00 | Dec 4, 2015 | M | 21,258 | D | Oct 5, 2015 | Dec 5, 2015 | Common Stock | 21,258 | 0 | D |
| WarrantsF5 | $14.00 | Dec 4, 2015 | M | 1,355 | D | Oct 5, 2015 | Dec 5, 2015 | Common Stock | 1,355 | 0 | I |
| WarrantsF6 | $14.00 | Dec 4, 2015 | M | 3,348 | D | Oct 5, 2015 | Dec 5, 2015 | Common Stock | 3,348 | 0 | I |
| Stock OptionsF7 | $17.50 | holding | — | — | — | Dec 13, 2006 | Dec 13, 2016 | Common Stock | 3,850 | 3,850 | D |
| Stock OptionsF8 | $20.70 | holding | — | — | — | Dec 12, 2007 | Dec 12, 2017 | Common Stock | 2,875 | 2,875 | D |
| WarrantsF3 | $14.00 | holding | — | — | — | Oct 5, 2015 | Dec 5, 2015 | Common Stock | 1,195 | 1,195 | I |
Explanation of responses
- F12,800 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, 1,400 Shares have vested.
- F21,500 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, 1,000 Shares have vested.
- F3All 3,711 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 66,000 Shares were Units, upon exercise of the Warrants on December 4 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.
- F5All 4,208 Shares were Units, upon exercise of the Warrants on December 4 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.
- F6All 10,406 Shares were Units, upon exercise of the Warrants on December 4 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 2006 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.