Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Chivily Christine
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2. Issuer Name and Ticker or Trading Symbol
Bankwell Financial Group, Inc. [BWFG]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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EVP & Chief Credit Officer /
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(Last)
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(First)
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(Middle)
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C/O BANKWELL FINANCIAL GROUP, INC. , 258 ELM STREET
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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NEW CANAAN
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CT
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06840
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Chivily Christine
C/O BANKWELL FINANCIAL GROUP, INC.
258 ELM STREET
NEW CANAAN, CT06840
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EVP & Chief Credit Officer
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Signatures
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/s/ Courtney E. Sacchetti, Attorney-in-Fact for Christine Chivily
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2024-07-03
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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750 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 1,666 shares.
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(2)
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4,894 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 2,447 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2025 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 2,447 of those shares are performance restricted stock and may vest when and if the performance goal is achieved.
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(3)
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4,589 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 2,295 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2024 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 2,294 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the transaction date, 1,530 shares have vested.
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(4)
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5,000 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2022 Bankwell Financial Group, Inc. Stock Plan. 2,500 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment vested on July 1, 2023 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 2,500 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the transaction date, 3,332 shares have vested.
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(5)
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4,111 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. 2,056 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment vested on February 7, 2023 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 2,055 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the transaction date, 2,741 shares have vested.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
