March 9, 2018
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Michael Clampitt
Re: Bridgewater Bancshares, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 5, 2018
File No. 333-223079
Dear Mr. Clampitt:
On behalf of Bridgewater Bancshares, Inc. (the “Company”), we are writing in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission by letter dated March 8, 2018 (the “Comment Letter”) with respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). Concurrently herewith, the Company has filed Amendment No. 2 to the Registration Statement (“Amendment No. 2”).
For the convenience of the Staff’s review, we have set forth the comments contained in the Comment Letter in italics followed by the responses of the Company. Page numbers and other similar references used in the Staff’s comments below refer to the Registration Statement as submitted on March 5, 2018; page numbers and other similar references used in the Company’s responses refer to Amendment No. 2.
Description of Capital Stock
Sole and Exclusive Forum, page 127
1. We note your disclosure that your bylaws include a provision naming the state or federal courts in Hennepin County, Minnesota as the sole and exclusive forum for the described actions. Please:
· Expand your disclosure to state that such a provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers or other employees;
· Disclose whether shareholders approved this provision and, if so, when; and
· Add a separately captioned risk factor addressing the impact of your exclusive forum provision on investors.
Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on page 127 of the prospectus included in the Registration Statement in the manner described above and has added a separately captioned risk factor on page 47 of the prospectus included in the Registration Statement.
200 West Madison Street, Suite 3900 | Chicago, Illinois 60606 | T. 312.984.3100 | F. 312.984.3150 | bfkn.com
Securities and Exchange Commission
March 9, 2018
Page 2
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The Company believes the foregoing provides a complete response to the Comment Letter. If you have questions regarding the foregoing or require any additional information, please feel free to contact me directly at (312) 629-5143.
| Sincerely, | |
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| /s/ Joseph T. Ceithaml | |
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| Joseph T. Ceithaml | |
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cc: | David Gessert |
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| William Schroeder |
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| Michael Volley |
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| (Securities and Exchange Commission) |
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| Jerry Baack |
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| Ben Klocke |
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| (Bridgewater Bancshares, Inc.) |
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