| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
BRIDGEWATER BANCSHARES, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
108621103 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 108621103 |
| 1 | Names of Reporting Persons Jerry Baack | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,492,805.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | |
| (a) | Name of issuer: BRIDGEWATER BANCSHARES, INC. |
| (b) | Address of issuer's principal executive
offices: 4450 Excelsior Blvd., Suite 100, St. Louis Park, MN, 55416. |
| Item 2. | |
| (a) | Name of person filing: Jerry Baack |
| (b) | Address or principal business office or, if
none, residence: 4450 Excelsior Blvd., Suite 100, St. Louis Park, MN 55416 |
| (c) | Citizenship: United States |
| (d) | Title of class of securities: Common Stock |
| (e) | CUSIP No.: 108621103 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: See the responses to Item 9 on the attached cover pages. |
| (b) | Percent of class: See the responses to Item 11 on the attached cover pages.
Such response is based on 27,552,449 shares of common stock outstanding as of December 31, 2024, as reflected in the Issuer's Form 8-K dated January 29, 2025, as filed by the Issuer with the U.S. Securities and Exchange Commission on January 29, 2025. % |
| (c) | Number of shares as to which the person has: |
| (i) Sole power to vote or to direct the vote: See the responses to Item 5 on the attached cover pages.
Such response (i) includes 290,000 shares of common stock underlying options that are currently exercisable or are exercisable within 60 days of December 31, 2024 and excludes 25,000 shares of common stock underlying options that are subject to vesting; (ii) includes 9,928 shares of restricted stock units that will vest within 60 days of December 31, 2024 and excludes 28,709 shares of restricted stock units that will not vest within 60 days of December 31, 2024; and (iii) includes 3,000 shares held by Mr. Baack as custodian for children. | |
| (ii) Shared power to vote or to direct the
vote: See the responses to Item 6 on the attached cover pages.
Such response includes 7,000 shares held jointly with Mr. Baack's spouse. | |
| (iii) Sole power to dispose or to direct the
disposition of: See the responses to Item 7 on the attached cover pages.
Such response (i) includes 290,000 shares of common stock underlying options that are currently exercisable or are exercisable within 60 days of December 31, 2024 and excludes 25,000 shares of common stock underlying options that are subject to vesting; (ii) includes 9,928 shares of restricted stock units that will vest within 60 days of December 31, 2024 and excludes 28,709 shares of restricted stock units that will not vest within 60 days of December 31, 2024; and (iii) includes 3,000 shares held by Mr. Baack as custodian for children. | |
| (iv) Shared power to dispose or to direct the
disposition of: See the responses to Item 8 on the attached cover pages.
Such response includes 7,000 shares held jointly with Mr. Baack's spouse. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
|
|
Comments accompanying signature:
*Duly authorized under Power of Attorney incorporated herein by reference to the exhibit to the Schedule 13G filed by Jerry J. Baack on February 7, 2023.