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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Bankwell Financial Group Inc (Name of Issuer) |
Common Stock, No Par Value (Title of Class of Securities) |
06654A103 (CUSIP Number) |
Lawrence Seidman 900 Lanidex Plaza, Suite 230 Parsippany, NJ, 07054 973-952-0405 Steve Wolosky, Esq. 1325 Avenue of the Americas, New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/20/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 06654A103 |
| 1 |
Name of reporting person
Seidman and Associates LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
178,193.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.27 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 06654A103 |
| 1 |
Name of reporting person
Seidman Investment Partnership LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
128,045.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.63 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 06654A103 |
| 1 |
Name of reporting person
Seidman Investment Partnership II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
168,997.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.15 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 06654A103 |
| 1 |
Name of reporting person
LSBK06-08 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
104,626.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.33 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 06654A103 |
| 1 |
Name of reporting person
Broad Park Investors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
127,042.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.62 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 06654A103 |
| 1 |
Name of reporting person
Chewy Gooey Cookies LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,539.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 06654A103 |
| 1 |
Name of reporting person
Veteri Place Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW JERSEY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
401,668.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.11 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 06654A103 |
| 1 |
Name of reporting person
Lawrence B Seidman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
746,056.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, No Par Value |
| (b) | Name of Issuer:
Bankwell Financial Group Inc |
| (c) | Address of Issuer's Principal Executive Offices:
258 Elm Street, New Canaan,
CONNECTICUT
, 06840. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by the Reporting Persons were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase cost of the 746,056 Shares beneficially owned in the aggreate by the Reporting Persons is approximately $20,268,045, including brokerage commissions. | |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended and restated to read as follows:
On December 19, 2024, the Issuer entered into an Amendment to the Agreement dated February 5, 2020 with Lawrence Seidman, disclosed as an Exhibit to Schedule 13D/A dated February 6, 2020. The Amendment permits Mr. Seidman and his affiliated private entities to purchase up to 14.99% of the Issuer's outstanding shares subject to the conditions of the Agreement and subject to all regulatory approvals. The foregoing Amendment is qualified in its entirety by reference to the full text of the Amendment which is included as Exhibit 99.3 hereto and incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 7,858,573 Shares outstanding, which is the total number of Shares outstanding as of September 30, 2024, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission.
An aggregate of 746,056 Shares, constituting approximately 9.49% of the Shares outstanding, are reported by the Reporting Persons in this statement. |
| (b) | As of the close of business on December 20, 2024:
SAL beneficially owned 178,193 Shares, approximately 2.27% and the transaction in the Shares during the past 60 days is set forth in Exhibit 1.
SIP beneficially owned 128,045 Shares, approximately 1.63% and the transaction in the Shares during the past 60 days is set forth in Exhibit 1.
SIPII beneficially owned 168,997 Shares, approximately 2.15% and the transaction in the Shares during the past 60 days is set forth in Exhibit 1.
LSBK beneficially owned 104,626 Shares, approximately 1.33% and the transaction in the Shares during the past 60 days is set forth in Exhibit 1.
Broad Park beneficially owned 127,042 Shares, approximately 1.62% and the transaction in the Shares during the past 60 days is set forth in Exhibit 1.
Chewy beneficially owned 19,539 Shares, approximately 0.25% and the transaction in the Shares during the past 60 days is set forth in Exhibit 1.
Veteri, (i) as the general partner of each of SIP and SIPII may be deemed the beneficial owner of the 128,045 Shares owned by SIP and the 168,997 Shares owned by SIPII, and (ii) as the trading advisor of LSBK may be deemed the beneficialy owner of the 104,626 Shares owned by LSBK. Accordingly, Veteri may be deemed to be the beneficial owner of an aggregate of 401,668 Shares, approximately 5.11%. Veteri has not entered into any transactions in the Shares during the past 60 days.
Seidman beneficially owned 19,614 Shares, approximately 0.25%, and (i) as the manager of SAL may be deemed the beneficial owner of the 178,193 Shares owned by SAL, (ii) as the sole officer of Veteri, the general partner of each SIP and SIPII, may be deemed the beneficial owner of the 128,045 Shares owned by SIP and the 168,997 Shares owned by SIPII, (iii) and as the sole officer of Veteri, the trading advisor of LSBK, may be deemed the beneficial owner of the 104,626 Shares owned by LSBK, and (iv) as the investment manager for each of Broad Park and Chewy, may be deemed the beneficial owner of the 127,042 Shares owned by Broad Park, and the 19,539 Shares owned by Chewy. Accordingly, Seidman may be deemed the beneficial owner of an aggregate of 746,046 Shares, approximately 9.49%. In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such Shares. Seidman's transactions in the Shares during the past 60 days are set forth in Exhibit 1. |
| (c) | An aggregate of 746,056 Shares, constituting approximately 9.49% of the Shares outstanding, are reported by the Reporting Persons in this statement.
Each of the Reporting Persons, as a member of a "group" with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the exchange Act, may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of section 13(d) fo the Exchange Act, the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.
To the best of the Reporting Persons' knowledge, except as set forth in this Schedule 13D, none of the persons listed on Schedule A to the Schedule D beneficially owns any securities of the Issuer. |
| (d) | No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
On December 19, 2024, the Issuer and Mr. Seidman entered into an Amendment to the Agreement dated February 5, 2020 as defined and described in Item 4 above and attached as Exhibit 99.3 hereto. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibit:
Exhbiti 99.3 Amendment dated December 19, 2024 to the Agreement dated February 5, 2020 by and among Bankwell Financial Group, Inc. and Lawrence Seidman permits Seidman and his affiliated private entities to purchase up to 14.99% of the Issuer's outstanding shares subject to the condition of the Agreement and subject to all regulatory approvals.
Exhibit 1 Transactions in the Shares during the past 60 days. |
| 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.
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