Exhibit 107.1
Calculation of Filing Fee Table
S-3
(Form Type)
Bridgewater Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered (a) | Proposed Maximum Offering Price Per Unit (a) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
Newly Registered Securities | ||||||||||||
Fees to Be Paid | Equity | Common Stock, $0.01 par value per share (b) | 457(o) | | | | $92.70 per $1,000,000 | | | | | |
Fees to Be Paid | Equity | Preferred Stock, $0.01 par value per share (b) | 457(o) | | | | $92.70 per $1,000,000 | | | | | |
Fees to Be Paid | Debt | Debt securities (c) | 457(o) | | | | $92.70 per $1,000,000 | | | | | |
Fees to Be Paid | Equity | Warrants (d) | 457(o) | | | | $92.70 per $1,000,000 | | | | | |
Fees to Be Paid | Equity | Depositary Shares (e) | 457(o) | | | | $92.70 per $1,000,000 | | | | | |
Fees to Be Paid | Other | Subscription Rights (f) | 457(o) | | | | $92.70 per $1,000,000 | | | | | |
Fees to Be Paid | Other | Stock Purchase Contracts | 457(o) | | | | $92.70 per $1,000,000 | | | | | |
Fees to Be Paid | Other | Stock Purchase Units | 457(o) | | | | $92.70 per $1,000,000 | | | | | |
Fees to Be Paid | Other | Units | 457(o) | | | | $92.70 per $1,000,000 | | | | | |
Fees to Be Paid | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | 457(o) | | | (a) | $92.70 per $1,000,000 | $13,905.00 | | | | |
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Carry Forward Securities | ||||||||||||
Carry Forward Securities | N/A | N/A | N/A | N/A | | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Total Offering Amount | | | $13,905.00 | | | | | ||||
| Total Fees Previously Paid | | | $0.00 | | | | | ||||
| Total Fee Offsets | | | $3,757.20 | | | | | ||||
| Net Fee Due | | | $10,147.80 | | | | | ||||
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source |
Rule 457(b) and 0-11(a)(2) | |||||||||||
Fees Offset Claims | | | | | | | | | | | |
Fees Offset Sources | | | | | | | | | | | |
Rule 457(p) | |||||||||||
Fees Offset Claims | Bridgewater Bancshares, Inc. | Form S-3 | 333-230533 | March 27, 2019 | N/A | $3,757.20 (g) | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | $31,000,000 | N/A |
Fees Offset Sources | Bridgewater Bancshares, Inc. | Form S-3 | 333-230533 | March 27, 2019 | March 27, 2019 | N/A | N/A | N/A | N/A | N/A | $3,757.20 |
(a) | Calculated in accordance with Rule 457(o) under the Securities Act of 1933. The proposed maximum offering price per security will be determined from time to time by the registrant in connection with the issuance of the securities registered by this registration statement. The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee. In no event will the aggregate maximum offering price of all securities issued under this registration statement exceed $150,000,000. The amount registered is not specified as to each class of securities to be registered hereunder pursuant to Instruction 2.A.iii.b. of Item 16(b) of Form S-3 under the Securities Act of 1933. |
(b) | Shares of common stock or preferred stock may be issued in primary offerings, upon conversion of debt securities or preferred stock registered hereby or upon the exercise of warrants or subscription rights to purchase preferred stock or common stock. |
(c) | The debt securities being registered hereunder will consist of one or more series of senior debt securities or subordinated debt securities, or any combination thereof, as more fully described herein. |
(d) | Warrants exercisable for common stock, preferred stock, depositary shares, debt securities or other securities. |
(e) | The depositary shares registered hereunder will be evidenced by depositary receipts issued pursuant to a deposit agreement. If the registrant elects to offer to the public fractional interests in shares of preferred stock, then depositary receipts will be distributed to those persons purchasing the fractional interests and the shares will be issued to the depositary under the deposit agreement. |
(f) | Subscription rights evidencing the right to purchase common stock, preferred stock, depositary shares, debt securities or other securities. |
(g) | On March 27, 2019, the Registrant filed a registration statement on Form S-3 (File No. 333-230533), or the Prior Registration Statement, to register securities with an aggregate maximum offering price of $100,000,000 and paid a registration fee of $12,120.00 in connection therewith. As of the date of this registration statement, an aggregate of $69,000,000 of securities registered on the Prior Registration Statement were issued and sold and an aggregate of $31,000,000 securities remain unsold. As of the date of this registration statement, the Prior Registration Statement has expired, and the offering conducted on the Prior Registration Statement has been completed. Pursuant to Rule 457(p), the Registrant is allowed to apply $3,757.20, which was the registration fee paid for the portion of securities that remain unsold from the Prior Registration Statement, toward the registration fee for this registration statement. Accordingly, the amount of the registration fee being paid herewith ($10,148.00) relates to the additional aggregate principal amount of $119,000,000 of the Registrant’s securities being registered hereunder. |
