Jeffrey D. Shellberg Form 4 Bridgewater Bancshares / Jeffrey D. Shellberg ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Shellberg Jeffrey D.

(Last) (First) (Middle)

C/O BRIDGEWATER BANCSHARES, INC.

4450 EXCELSIOR BLVD., SUITE 100

(Street)

ST. LOUIS PARK MN 55416

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bridgewater Bancshares Inc [ BWB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP AND CHIEF CREDIT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/22/2023		M		25,000	A	$3	355,375	D
Common Stock								172,000	I	By Trust(1)
Common Stock								283,890	I	By Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to buy(3)	$3	09/22/2023		X			25,000	(4)	12/31/2023	Common Stock	25,000	$0	0	D
Option to buy(5)	$7.47							(6)	09/30/2027	Common Stock	150,000		150,000	D
Option to buy(5)	$12.92							(7)	12/06/2029	Common Stock	25,000		25,000	D
Option to buy(5)	$17.5							(8)	02/01/2032	Common Stock	20,000		20,000	D

Explanation of Responses:

1. Shares of common stock are held by Mr. Shellberg as co-trustee of the Susan K. Shellberg Trust under agreement dated October 1, 2014. Mr. Shellberg possesses shared voting and investment power with respect to the shares of common stock held by the Susan K. Shellberg Trust under agreement dated October 1, 2014.

2. Shares of common stock are held by Mr. Shellberg as co-trustee of the Jeffrey D. Shellberg Trust under agreement dated October 1, 2014. Mr. Shellberg possesses shared voting and investment power with respect to the shares of common stock held by the Jeffrey D. Shellberg Trust under agreement dated October 1, 2014.

3. Options to buy granted under the 2012 Combined Incentive and Non-Statutory Stock Option Plan.

4. Options exercisable in 20% increments on the first five anniversaries of the date of the grant which was 1/1/2014.

5. Options to buy granted under the 2017 Combined Incentive and Non-Statutory Stock Option Plan.

6. Options exercisable in 20% increments on the first five anniversaries of the date of the grant which was 10/1/2017.

7. Options exercisable in 25% increments on the first four anniversaries of the date of the grant which was 12/6/2019.

8. Options exercisable in 25% increments on the first four anniversaries of the date of the grant which was 2/1/2022.

	/s/ Ben Klocke, Attorney-in-Fact	09/25/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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