Sec Form 4 Filing - Drexler Blake S @ Bankwell Financial Group, Inc. - 2015-12-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Drexler Blake S 2. Issuer Name and Ticker or Trading Symbol Bankwell Financial Group, Inc. [ BWFG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BANKWELL FINANCIAL GROUP, INC., 220 ELM STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2015 (Street) NEW CANAAN, CT06840 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 1,750 D Common Stock ( 2 ) 10,000 D Common Stock 16,697 I Deferred Compensation Plan Common Stock ( 3 ) 5,800 I Deferred Compensation Plan Common Stock 124,937 D Common Stock 3,872 I Held as Trustee Common Stock ( 4 ) 41,112 I Held as Trustee Common Stock ( 4 ) 12/03/2015 M 13,240 A $ 14 13,240 I Held as Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options ( 5 ) $ 15.5 12/22/2005 12/22/2015 Common Stock 950 950 D Stock Options ( 6 ) $ 17.5 12/13/2006 12/13/2016 Common Stock 3,050 3,050 D Stock Options ( 7 ) $ 20.7 12/12/2007 12/12/2017 Common Stock 2,788 2,788 D Warrants ( 3 ) $ 14 10/05/2015 12/05/2015 Common Stock 1,868 1,868 I Deferred Compensation Plan Warrants ( 4 ) $ 14 12/03/2015 M 13,240 10/05/2015 12/05/2015 Common Stock 13,240 $ 14 0 I Held as Trustee

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Drexler Blake S C/O BANKWELL FINANCIAL GROUP, INC. 220 ELM STREET NEW CANAAN, CT06840 X Signatures Blake S. Drexler by POA 12/07/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )3,500 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. ( 2 )30,000 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. ( 3 )All 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. ( 4 )All 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. ( 5 )Stock Options granted pursuant to the 2002 Bank Management, Director and Founder Stock Option Plan, all of which are fully vested. ( 6 )Stock Options granted pursuant to the 2006 Stock Option Plan, all of which are fully vested. ( 7 )Stock Options granted pursuant to the 2007 Bank of New Canaan Stock Option Equity Award Plan, all of which are fully vested.

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