mlvfschedule13d.htm
 

 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 3)

Bankwell Financial Group, Inc.
(Name of Issuer)

Common Stock, No Par Value
(Title of Class of Securities)

06654A103
(CUSIP Number)

LAWRENCE B. SEIDMAN
100 Lanidex Plaza, 1st Floor
Parsippany, New Jersey 07054
(973) 952-0405

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 24, 2019
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .


 
CUSIP No. 06654A103
    


1
NAME OF REPORTING PERSONS
 
Seidman and Associates, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x
                                (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
145,816
             
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
145,816
             
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    
 
145,816
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                      
 
1.86%
14
TYPE OF REPORTING PERSON
 
OO
 
 

 
 
CUSIP No. 06654A103
    


1
NAME OF REPORTING PERSONS
 
Seidman Investment Partnership, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
102,443
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
102,443
            
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
102,443
       
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.30%
14
TYPE OF REPORTING PERSON
 
PN
 

 

 
CUSIP No. 06654A103
    


1
NAME OF REPORTING PERSONS
 
Seidman Investment Partnership II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
111,050
    
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
111,050
            
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
111,050
           
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.42%
14
TYPE OF REPORTING PERSON
 
PN


 
 
CUSIP No. 06654A103
    


1
NAME OF REPORTING PERSONS
 
Seidman Investment Partnership III, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x
                           (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
14,636
    
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
   
    14,636
    
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    14,636
       
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.19%
14
TYPE OF REPORTING PERSON
 
PN

 

 
 
CUSIP No. 06654A103
    


1
NAME OF REPORTING PERSONS
 
LSBK06-08, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x
                                 (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

    WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
    80,842
         
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
          
    80,842
           
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    80,842
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.03%
14
TYPE OF REPORTING PERSON
 
OO


 
CUSIP No. 06654A103
    


1
NAME OF REPORTING PERSONS
 
Broad Park Investors, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x 
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
101,195
    
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
101,195
    
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
101,195
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 1.29%
14
TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 
CUSIP No. 06654A103
    
 
1
NAME OF REPORTING PERSONS
 
    Chewy Gooey Cookies, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x 
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
3,195
    
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
3,195
    
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,195
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.04%
14
TYPE OF REPORTING PERSON
 
 PN
 
 
 
 
CUSIP No. 06654A103
    
 
1
NAME OF REPORTING PERSONS
 
CBPS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x  
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
94,849
    
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
94,849
    
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
94,849
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.21%
14
TYPE OF REPORTING PERSON
 
OO

 
 
 
 
CUSIP No. 06654A103
    
1
NAME OF REPORTING PERSONS
 
Veteri Place Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
389,184
    
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
389,184
      
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
389,184
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.96%
14
TYPE OF REPORTING PERSON
 
CO
 
 
 
 
CUSIP No. 06654A103
    
 
1
NAME OF REPORTING PERSONS
 
JBRC I, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) x
                          (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

              OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
    New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
14,636
   
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
14,636
    
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    14,636
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.19%
14
TYPE OF REPORTING PERSON
 
            OO
 

 
 
 
CUSIP No. 06654A103
    
 
1
NAME OF REPORTING PERSONS
 
Lawrence B. Seidman
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) x
                         (b)
3
SEC USE ONLY
 
4
SOURCE OF FUNDS

    OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
654,026
   
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
654,026
    
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
654,026
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    8.34%
14
TYPE OF REPORTING PERSON
 
  IN

 
 
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”).  This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

 
Item 3.
Source and Amount of Funds or Other Consideration.
 
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 (unless otherwise noted), as set forth in Schedule B, which is incorporated by reference herein.  The aggregate purchase cost of the 654,026 Shares beneficially owned in the aggregate by the Reporting Persons is approximately $18,472,840, including brokerage commissions.
  
 
Item 5.
Interest in Securities of the Issuer.
 
The aggregate percentage of Shares reported owned by each Reporting Person is based upon 7,842,246 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2018, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on November 1, 2018.
 
A.  
SAL
 
(a)  
As of the close of business on January 24, 2019, SAL beneficially owned 145,816 Shares.
 
       Percentage: Approximately 1.86%.
 
(b)  
1. Sole power to vote or direct the vote: 145,816
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 145,816
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by SAL during the past 60 days, that have not been previously reported, are set forth in Schedule B and are incorporated herein by reference.
 
CUSIP No. 06654A103
 
 
B.  
SIP
 
(a)  
As of the close of business on January 24, 2019, SIP beneficially owned 102,443 Shares.
 
                               Percentage: Approximately 1.30%.
 
(b)  
1. Sole power to vote or direct the vote: 102,443
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 102,443
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by SIP during the past 60 days, that have not been previously reported, are set forth in Schedule B and are incorporated herein by reference.
 
C.  
SIPII
 
(a)  
As of the close of business on January 24, 2019, SIPII beneficially owned 111,050 Shares.
 
Percentage: Approximately 1.42%.
 
(b)  
1. Sole power to vote or direct the vote: 111,050
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 111,050
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by SIPII during the past 60 days, that have not been previously reported, are set forth in Schedule B and are incorporated herein by reference.
 
D.  
SIPIII
 
(a)  
As of the close of business on January 24, 2019, SIPIII beneficially owned 14,636 Shares.
 
Percentage: Approximately 0.19%.
 
(b)  
1. Sole power to vote or direct the vote: 14,636
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 14,636
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by SIPIII during the past 60 days, that have not been previously reported, are set forth in Schedule B and are incorporated herein by reference.
 
 
CUSIP No. 06654A103
 
 
E.  
LSBK
 
(a)  
As of the close of business on January 24, 2019, LSBK beneficially owned 80,842 Shares.
 
Percentage: Approximately 1.03%.
 
(b)  
1. Sole power to vote or direct the vote: 80,842
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 80,842
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by LSBK during the past 60 days, that have not been previously reported, are set forth in Scheduled B and are incorporated herein by reference.
 
F.  
Broad Park
 
(a)  
As of the close of business on January 24, 2019, Broad Park beneficially owned 101,195 Shares.
 
Percentage: Approximately 1.29%.
 
(b)  
1. Sole power to vote or direct the vote: 101,195
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 101,195
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by Broad Park during the past 60 days, that have not been previously reported, are set forth in Schedule B and are incorporated herein by reference.
 
 
G.  
Chewy
 
(a)  
As of the close of business on January 24, 2019, Chewy beneficially owned 3,195 Shares.
 
Percentage: Approximately 0.04%.
 
(b)  
1. Sole power to vote or direct the vote: 3,195
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 3,195
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by Chewy Gooey during the past 60 days, that have not been previously reported, are set forth in Schedule B and are incorporated herein by reference.
 
 
CUSIP No. 06654A103
 
H.  
CBPS
 
(a)  
As of the close of business on January 24, 2019, CBPS beneficially owned 94,849 Shares.
 
Percentage: Approximately 1.21%.
 
(b)  
1. Sole power to vote or direct the vote: 94,849
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 94,849
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by CBPS during the past 60 days, that have not been previously reported, are set forth in Schedule B and are incorporated herein by reference.
 
 
I.  
Veteri
 
(a)  
Veteri, (i) as the general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 102,443 Shares owned by SIP and the 111,050 Shares owned by SIPII, and (ii) as the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 80,842 Shares owned by LSBK and the 94,849 Shares owned by CBPS.  Accordingly, Veteri may be deemed the beneficial owner of an aggregate of 389,184 Shares.
 
Percentage: Approximately 4.96%.
 
(b)  
1. Sole power to vote or direct the vote: 389,184
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 389,184
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
Veteri has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares by SIP, SIPII, LSBK and CBPS are set forth on Schedule B and are incorporated herein by reference.
 
 
J.  
JBRC
 
(a)  
 JBRC, as a co-general partner of SIPIII, may be deemed the beneficial owner of the 14,636 Shares owned by SIPIII.
 
Percentage: Approximately 0.19%.
 
(b)  
1. Sole power to vote or direct the vote: 14,636
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 14,636
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
JBRC has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares by SIPIII are set forth on Schedule B and are incorporated herein by reference.
 
 
CUSIP No. 06654A103
 
 
K.  
Seidman
 
(a)  
Seidman, (i) as the manager of SAL, may be deemed the beneficial owner of the 145,816 Shares owned by SAL, (ii) as the sole officer of Veteri, the general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 102,443 Shares owned by SIP and the 111,050 Shares owned by SIPII, (iii) as the managing member of JBRC I, LLC, a co-general partner of SIPIII, may be deemed the beneficial owner of the 14,636 Shares owned by SIPIII, (iv) as the sole officer of Veteri, the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 80,842 Shares owned by LSBK and the 94,849 Shares owned by CBPS, and (v) as the investment manager for each of Broad Park and Chewy, may be deemed the beneficial owner of the 101,195 Shares owned by Broad Park, and the 3,195 Shares owned by Chewy.  Accordingly, Seidman may be deemed the beneficial owner of an aggregate of 654,026 Shares.  In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such Shares.
 
Percentage: Approximately 8.34%.
 
(b)  
1. Sole power to vote or direct the vote: 654,026
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 654,026
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
Seidman has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares during the past 60 days on behalf of SAL, SIP, SIPII, SIPIII, LSBK, Broad Park and CBPS are set forth on Schedule B and are incorporated herein by reference.
 
        An aggregate of 654,026 Shares, constituting approximately 8.34% 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) of 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 13D 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.
 
(e)  
Not applicable.
 
Signature Page to Bankwell Financial Group, Inc. Schedule 13D Amendment No. 3


SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:          January 25, 2019
SEIDMAN AND ASSOCIATES, L.L.C.
   
   
 
By:
 /ss/ Lawrence B. Seidman 
   
Lawrence B. Seidman
Manager


 
SEIDMAN INVESTMENT PARTNERSHIP, L.P.
   
 
By:
Veteri Place Corporation, its
General Partner
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President


 
SEIDMAN INVESTMENT PARTNERSHIP II, L.P.
   
 
By:
Veteri Place Corporation, its
General Partner
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President
 
 
 
SEIDMAN INVESTMENT PARTNERSHIP III, L.P.
     
 
By:
JBRC I, LLC, its
     Co-General Partner
   
   
 
By:
   /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Managing Member

 
 
LSBK06-08, L.L.C.
   
  By:
Veteri Place Corporation, its
Trading Advisor 
     
     
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President


 
BROAD PARK INVESTORS, L.L.C.
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Investment Manager

 
 
CHEWY GOOEY COOKIES, L.P.
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Investment Manager
 
 
 
CBPS, LLC
   
  By:
Veteri Place Corporation, its
Trading Advisor 
     
     
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President

 
 
VETERI PLACE CORPORATION
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
President

 
 
JBRC I, LLC
   
   
 
By:
  /ss/ Lawrence B. Seidman
   
Lawrence B. Seidman
Managing Member

 
   /ss/ Lawrence B. Seidman
 
LAWRENCE B. SEIDMAN
 


CUSIP No. 06654A103
    
 
SCHEDULE B

 
Transactions in the Shares During the Past 60 Days
 
 
Entity
Transaction Date
Per Share*
Cost*
Shares

SAL
1/2/2019
28.6689
62,756.12
2,189
SAL
1/3/2019
28.8027
62,069.73
2,155
SAL
1/4/2019
28.9799
62,451.60
2,155
SAL
1/7/2019
29.0476
62,626.53
2,156
SAL
1/8/2019
29.0466
62,653.42
2,157
SAL
1/9/2019
29.0243
14,947.53
515
SAL
1/10/2019
28.9006
41,125.61
1,423
SAL
1/11/2019
28.9235
18,337.47
634
SAL
1/14/2019
28.8561
26,172.52
907
SAL
1/15/2019
28.8507
8,539.80
296
SAL
1/22/2019
28.8650
24,939.33
864
SAL
1/24/2019
28.6689
61,580.76
2,148
Total
    
508,200.42
17,599
         
SIP
1/2/2019
28.6717
44,297.79
1,545
SIP
1/3/2019
28.8051
46,088.12
1,600
SIP
1/4/2019
28.9823
46,342.67
1,599
SIP
1/7/2019
29.0500
46,479.96
1,600
SIP
1/8/2019
29.0490
46,478.36
1,600
SIP
1/9/2019
29.0349
10,975.19
378
SIP
1/10/2019
28.9043
30,609.62
1,059
SIP
1/11/2019
28.9319
13,540.11
468
SIP
1/14/2019
28.8619
19,452.89
674
SIP
1/15/2019
28.8679
6,379.80
221
SIP
1/22/2019
28.8707
18,708.24
648
SIP
1/24/2019
28.6712
46,189.32
1,611
Total
    
375,542.07
13,003
         
SIPII
1/2/2019
28.6711
47,450.61
1,655
SIPII
1/3/2019
28.8045
49,054.08
1,703
SIPII
1/4/2019
28.9817
49,355.85
1,703
SIPII
1/7/2019
29.0494
49,471.14
1,703
SIPII
1/8/2019
29.0484
49,469.44
1,703
SIPII
1/9/2019
29.0316
11,961.02
412
SIPII
1/10/2019
28.9032
33,209.72
1,149
SIPII
1/11/2019
28.9287
15,014.00
519
SIPII
1/14/2019
28.8598
21,471.66
744
SIPII
1/15/2019
28.8615
7,042.20
244
SIPII
1/22/2019
28.8680
21,246.83
736
SIPII
1/24/2019
28.6701
52,294.31
1,824
Total
    
407,040.86
14,095
         
SIPIII
1/2/2019
28.7435
5,288.81
184
SIPIII
1/3/2019
28.8730
5,601.37
194
SIPIII
1/4/2019
29.0502
5,635.74
194
SIPIII
1/7/2019
29.1183
5,619.84
193
SIPIII
1/8/2019
29.1177
5,590.60
192
SIPIII
1/9/2019
29.1452
2,914.52
100
SIPIII
1/10/2019
28.9921
4,261.84
147
SIPIII
1/11/2019
29.0498
2,904.98
100
SIPIII
1/14/2019
28.9896
2,898.96
100
SIPIII
1/15/2019
28.9500
2,895.00
100
SIPIII
1/22/2019
28.9976
2,899.76
100
SIPIII
1/24/2019
28.7277
6,549.91
228
Total
    
53,061.33
1,832
         
LSBK
1/2/2019
28.6739
36,071.80
1,258
LSBK
1/3/2019
28.8078
35,577.69
1,235
LSBK
1/4/2019
28.9850
35,796.53
1,235
LSBK
1/7/2019
29.0527
35,880.14
1,235
LSBK
1/8/2019
29.0517
35,878.91
1,235
LSBK
1/9/2019
29.0490
8,104.66
279
LSBK
1/10/2019
28.9091
22,809.29
789
LSBK
1/11/2019
28.9430
10,043.23
347
LSBK
1/14/2019
28.8697
14,405.96
499
LSBK
1/15/2019
28.8909
4,767.00
165
LSBK
1/22/2019
28.8791
13,746.46
476
LSBK
1/24/2019
28.6746
33,836.04
1,180
Total
    
286,917.71
9,933
Broad Park
        
Broad Park
1/2/2019
28.6713
46,275.47
1,614
Broad Park
1/3/2019
28.8052
45,656.18
1,585
Broad Park
1/4/2019
28.9824
45,937.05
1,585
Broad Park
1/7/2019
29.0501
46,044.35
1,585
Broad Park
1/8/2019
29.0491
46,042.77
1,585
Broad Park
1/9/2019
29.0364
10,569.25
364
Broad Park
1/10/2019
28.9049
29,367.34
1,016
Broad Park
1/11/2019
28.9332
12,991.01
449
Broad Park
1/14/2019
28.8629
18,616.54
645
Broad Park
1/15/2019
28.8708
6,120.60
212
Broad Park
1/22/2019
28.8718
17,900.51
620
Broad Park
1/24/2019
28.6717
44,097.00
1,538
Total
    
369,618.07
12,798
         
Chewy
1/2/2019
28.8120
2,881.20
100
Chewy
1/3/2019
28.9457
2,894.57
100
Chewy
1/4/2019
29.1229
2,912.29
100
Chewy
1/7/2019
29.1906
2,919.06
100
Chewy
1/8/2019
29.1896
2,918.96
100
Chewy
1/9/2019
29.1452
2,914.52
100
Chewy
1/10/2019
29.0401
2,904.01
100
Chewy
1/11/2019
29.0498
2,904.98
100
Chewy
1/14/2019
28.9896
2,898.96
100
Chewy
1/15/2019
28.9500
2,895.00
100
Chewy
1/22/2019
28.9976
2,899.76
100
Chewy
1/24/2019
28.8119
2,881.19
100
Total
    
34,824.50
1,200
         
CBPS
1/2/2019
28.6723
41,718.21
1,455
CBPS
1/3/2019
28.8062
41,135.26
1,428
CBPS
1/4/2019
28.9834
41,417.27
1,429
CBPS
1/7/2019
29.0511
41,484.98
1,428
CBPS
1/8/2019
29.0501
41,483.55
1,428
CBPS
1/9/2019
29.0409
9,525.43
328
CBPS
1/10/2019
28.9064
26,622.78
921
CBPS
1/11/2019
28.9367
11,748.32
406
CBPS
1/14/2019
28.8653
16,857.33
584
CBPS
1/15/2019
28.8781
5,544.60
192
CBPS
1/22/2019
28.8748
15,910.03
551
CBPS
1/24/2019
28.6728
39,310.46
1,371
Total
    
332,758.22
11,521





*Includes brokerage commission.