Sec Form 4 Filing - DeWyngaert Heidi @ Bankwell Financial Group, Inc. - 2018-01-02

Insider filing report for Changes in Beneficial Ownership
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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)
01/02/2018
(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 01/02/2018 M 4,000 A $ 20.7 59,144 D ( 1 ) ( 2 )
Common Stock 01/02/2018 F 2,463 D $ 33.6293 56,681 ( 1 ) ( 2 ) ( 3 ) D
Common Stock 2,520 D ( 1 )
Common Stock 1,988 D ( 1 )
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 ( 4 ) $ 20.7 01/02/2018 M 4,000 01/02/2011 01/02/2018 Common Stock 4,000 $ 20.7 0 D
Stock Options ( 4 ) $ 20.7 03/26/2015 03/26/2018 Common Stock 12,000 12,000 D
Stock Options ( 4 ) $ 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 01/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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. As of the Transaction Date, 3,780 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. As of the Transaction Date, 1,990 Shares have fully vested. 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. As of the Transaction Date, all 7,722 Performance Shares have vested.
( 2 )Of the 55,144 Shares reported, 13,486 Shares are owned jointly with spouse.
( 3 )On 1/2/18 - 2,463 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the exercise cost for converting the stock options to common stock.
( 4 )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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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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