Sec Form 4 Filing - DeWyngaert Heidi @ Bankwell Financial Group, Inc. - 2016-02-04

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 DeWyngaert Heidi 2. Issuer Name and Ticker or Trading Symbol Bankwell Financial Group, Inc. [ BWFG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & CLO (Last) (First) (Middle) C/O BANKWELL FINANCIAL GROUP, INC., 220 ELM STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2016 (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 ) 1,000 D Common Stock ( 2 ) 2,200 D Common Stock ( 3 ) 2,000 D Common Stock ( 4 ) 3,250 D Common Stock ( 5 ) 5,040 D Common Stock ( 5 ) 3,978 D Common Stock ( 5 ) 7,722 D Common Stock ( 6 ) 33,796 D Common Stock ( 7 ) 02/04/2016 M 2,000 A $ 16 2,000 D

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 Optons ( 8 ) $ 16 02/04/2016 M 2,000 03/29/2009 03/29/2016 Common Stock 2,000 $ 16 0 D Stock Options ( 9 ) $ 20.7 01/02/2011 01/02/2018 Common Stock 4,000 4,000 D Stock Options ( 9 ) $ 20.7 03/26/2015 03/26/2018 Common Stock 12,000 12,000 D Stock Options ( 10 ) $ 12.64 06/23/2014 06/23/2019 Common Stock 1,500 1,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DeWyngaert Heidi C/O BANKWELL FINANCIAL GROUP, INC. 220 ELM STREET NEW CANAAN, CT06840 EVP & CLO Signatures /s/ Heidi DeWyngaert by POA 02/05/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )5,000 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. ( 2 )5,500 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. ( 3 )5,000 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. ( 4 )6,500 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. ( 5 )18,000 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. 1,260 Shares have fully vested. 3,978 of those shares are restricted stock that will vest in four equal annual installments of 25%, with the first installment to vest on December 1, 2016 and an additional 25% to vest on each annual anniversary of the vesting date thereafter. 7,722 of those shares are performance restricted stock and may vest when and if the performance goals are achieved, but in any event no later than December 1, 2019. ( 6 )Of the 33,796 Shares reported, 11,486 Shares are owned jointly with spouse. ( 7 )All 2,000 Shares reported are owned jointly with spouse. ( 8 )Stock Options granted pursuant to the 2002 Bank Management, Director and Founder Stock Option Plan, all of which are fully vested. ( 9 )Stock Options granted pursuant to the 2007 Bank of New Canaan Stock Option Equity Award Plan, all of which are fully vested. ( 10 )Stock Opti ons granted pursuant to the 2007 Bank of New Canaan Stock Option Equity Award Plan, all of which are fully vested.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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