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. )

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)

December 12, 2018
(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
 
88,048
             
8
SHARED VOTING POWER
 
- 0 -

9
SOLE DISPOSITIVE POWER
 
88,048
             
10
SHARED DISPOSITIVE POWER
 
- 0 -

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    
 
88,048
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                      
 
1.12%

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
 
61,367

8
SHARED VOTING POWER
 
- 0 -

9
SOLE DISPOSITIVE POWER
 
61,367
            
10
SHARED DISPOSITIVE POWER
 
- 0 -

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
61,367
       
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.78%

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
 
67,515
    
8
SHARED VOTING POWER
 
- 0 -

9
SOLE DISPOSITIVE POWER
 
67,515
            
10
SHARED DISPOSITIVE POWER
 
- 0 -

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
67,515
           
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.86%

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
 
9,493
    
8
SHARED VOTING POWER
 
- 0 -

9
SOLE DISPOSITIVE POWER
   
    9,493
    
10
SHARED DISPOSITIVE POWER
 
- 0 -

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    9,493
       
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.12%

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
 
    48,024
         
8
SHARED VOTING POWER
 
- 0 -

9
SOLE DISPOSITIVE POWER
          
    48,024
           
10
SHARED DISPOSITIVE POWER
 
- 0 -

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    48,024
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.61%

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
 
59,686
    
8
SHARED VOTING POWER
 
- 0 -

9
SOLE DISPOSITIVE POWER
 
59,686
    
10
SHARED DISPOSITIVE POWER
 
- 0 -

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
59,686
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 0.76%

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
 
1,158
    
8
SHARED VOTING POWER
 
- 0 -

9
SOLE DISPOSITIVE POWER
 
1,158
    
10
SHARED DISPOSITIVE POWER
 
- 0 -

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,158
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.01%

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)  
                          (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
 
56,754
    
8
SHARED VOTING POWER
 
- 0 -

9
SOLE DISPOSITIVE POWER
 
56,754
    
10
SHARED DISPOSITIVE POWER
 
- 0 -

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
56,754
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.72%

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
 
233,660
    
8
SHARED VOTING POWER
 
- 0 -

9
SOLE DISPOSITIVE POWER
 
233,660
      
10
SHARED DISPOSITIVE POWER
 
- 0 -

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
233,660
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.98%

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
 
9,493
   
8
SHARED VOTING POWER
 
- 0 -

9
SOLE DISPOSITIVE POWER
 
9,493
    
10
SHARED DISPOSITIVE POWER
 
- 0 -

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    9,493
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.12%

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
 
392,045
   
8
SHARED VOTING POWER
 
- 0 -

9
SOLE DISPOSITIVE POWER
 
392,045
    
10
SHARED DISPOSITIVE POWER
 
- 0 -

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
392,045
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    5.00%

14
TYPE OF REPORTING PERSON
 
  IN

 

 
The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1.                    Security and Issuer
 
This statement relates to the Common Stock, no par value per share (the “Shares”), of Bankwell Financial Group, Inc., a Connecticut corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 220 Elm Street, New Cannan, Connecticut  06840.
 
Item 2.
Identity and Background.
 
(a-c) This statement is being filed by Seidman and Associates, L.L.C. ("SAL"), a New Jersey limited liability company, organized to invest in securities, whose principal and executive offices are located at 100 Lanidex Plaza, Parsippany, New Jersey 07054. Lawrence Seidman is the manager of SAL.

This statement is also being filed by Seidman Investment Partnership, L.P. ("SIP"), a New Jersey limited partnership, organized to invest in securities, whose principal and executive offices are located at 100 Lanidex Plaza, Parsippany, New Jersey 07054. Veteri Place Corporation is the sole general partner of SIP and Lawrence Seidman owns all the voting shares of Veteri Place Corporation and is the only director and officer of Veteri Place Corporation.

This statement is also being filed by Seidman Investment Partnership II, L.P. ("SIPII"), a New Jersey limited partnership, organized to invest in securities, whose principal and executive offices are located at 100 Lanidex Plaza, Parsippany, New Jersey 07054. Veteri Place Corporation is the sole general partner of SIPII and Lawrence Seidman owns all the voting shares of Veteri Place Corporation and is the only director and officer of Veteri Place Corporation.
 
This statement is also being filed by Seidman Investment Partnership III, L.P. ("SIPIII"), a Delaware limited partnership, organized to invest in securities, whose principal and executive offices are located at 100 Lanidex Plaza, Parsippany, New Jersey 07054.  JBRC I, LLC is a co-general partner of SIPIII.  Lawrence Seidman is the managing member of JBRC I, LLC. 
 
This statement is also being filed by LSBK06-08, L.L.C. ("LSBK"), a Florida limited liability company, organized to invest in securities, whose principal and executive offices are located at 215 Via Del Mar, Palm Beach, Florida  33480.  Veteri Place Corporation is the trading advisor of LSBK and Lawrence Seidman owns all the voting shares of Veteri Place Corporation and is the only director and officer of Veteri Place Corporation.
 
This statement is also being filed by Broad Park Investors, L.L.C. ("Broad Park"), a New Jersey limited liability company formed, in part, to invest in stocks of public companies, whose principal and executive offices are located at 80 Main Street, Suite 510, West Orange, New Jersey 07052.  Lawrence Seidman is the investment manager of Broad Park.
 
This statement is also being filed by Chewy Gooey Cookies, L.P. ("Chewy"), a Delaware limited partnership formed, in part, to invest in stocks of public companies, whose principal and executive offices are located at 80 Main Street, Suite 510, West Orange, New Jersey 07052.  Lawrence Seidman is the investment manager of Chewy.
 
This statement is also being filed by CBPS, LLC ("CBPS"), a New York limited liability company, organized to invest in securities, whose principal and executive offices are located at The Clark Estates, One Rockefeller Plaza, New York, NY  10020.  Veteri Place Corporation is the trading advisor of CBPS and Lawrence Seidman owns all the voting shares of Veteri Place Corporation and is the only director and officer of Veteri Place Corporation.
 

CUSIP No. 06654A103
 
This statement is also being filed by Veteri Place Corporation ("Veteri"), a New Jersey corporation that serves as the general partner of each of SIP and SIPII and the trading advisor of each of LSBK and CBPS, whose principal offices are located at 100 Lanidex Plaza, Parsippany, NJ  07054.  Lawrence Seidman owns all the voting shares of Veteri and is the only officer and director of Veteri.
 
This statement is also being filed by JBRC I, LLC ("JBRC"), a New Jersey limited liability company that serves as a co-general partner of SIPIII, whose principal offices are located at 100 Lanidex Plaza, Parsippany, NJ 07054.  Lawrence Seidman is the managing member of JBRC.
 
This statement is also being filed by Lawrence Seidman ("Seidman"), whose principal offices are located at 100 Lanidex Plaza, Parsippany, NJ 07054.  Seidman serves as the manager of SAL; the President of Veteri Place Corporation (of which he is the sole officer and director), the President of the general partner of each of SIP and SIPII, and the President of the trading advisor for each of LSBK and CBPS;  the managing member of JBRC I, LLC, a co-general partner of SIPIII; and investment manager of each Broad Park and Chewy, and accordingly has sole and exclusive investment discretion and voting authority with respect to the Shares owned by each of SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy and CBPS.
 
The name, residence or business address, and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director, each general partner and each controlling person, if any, of SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, CBPS, Veteri, JBRC and Seidman, is set forth in Schedule A hereto. SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, CBPS, Veteri , JBRC and Seidman shall hereinafter be referred to as the "Reporting Persons". The Reporting Persons have formed a group with respect to the securities of the Issuer within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
 
(d)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
  
(e)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Seidman is a citizen of the United States of America.  The citizenship of the persons listed on Schedule A is set forth therein.
 
 
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 392,045 Shares beneficially owned in the aggregate by the Reporting Persons is approximately $11,166,910, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons originally purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

Mr. Seidman has had several telephone conversations and meetings with the Issuer's senior management about ways to maximize shareholder value.
 


CUSIP No. 06654A103
 
None of the Reporting Persons or, to the best of the Reporting Persons’ knowledge, the persons listed on Schedule A has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and results of operations, the Reporting Persons’ investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in further communications with management and the Board of the Issuer, engaging in discussions with third parties about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.     
 
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 December 12, 2018, SAL beneficially owned 88,048 Shares.
 
       Percentage: Approximately 1.12%.
 
(b)  
1. Sole power to vote or direct the vote: 88,048
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 88,048
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by SAL during the past 60 days 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 December 12, 2018, SIP beneficially owned 61,367 Shares.
 
                               Percentage: Approximately 0.78%.
 
(b)  
1. Sole power to vote or direct the vote: 61,367
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 61,367
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by SIP during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
C.  
SIPII
 
(a)  
As of the close of business on December 12, 2018, SIPII beneficially owned 67,515 Shares.
 
Percentage: Approximately 0.86%.
 
(b)  
1. Sole power to vote or direct the vote: 67,515
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 67,515
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by SIPII during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
D.  
SIPIII
 
(a)  
As of the close of business on December 12, 2018, SIPIII beneficially owned 9,493 Shares.
 
Percentage: Approximately 0.12%.
 
(b)  
1. Sole power to vote or direct the vote: 9,493
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 9,493
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by SIPIII during the past 60 days 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 December 12, 2018, LSBK beneficially owned 48,024 Shares.
 
Percentage: Approximately 0.61%.
 
(b)  
1. Sole power to vote or direct the vote: 48,024
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 48,024
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by LSBK during the past 60 days are set forth in Scheduled B and are incorporated herein by reference.
 
F.  
Broad Park
 
(a)  
As of the close of business on December 12, 2018, Broad Park beneficially owned 59,686 Shares.
 
Percentage: Approximately 0.76%.
 
(b)  
1. Sole power to vote or direct the vote: 59,686
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 59,686
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by Broad Park during the past 60 days are set forth in Schedule B and are incorporated herein by reference.
 
 
G.  
Chewy
 
(a)  
As of the close of business on December 12, 2018, Chewy beneficially owned 1,158 Shares.
 
Percentage: Approximately 0.01%.
 
(b)  
1. Sole power to vote or direct the vote: 1,158
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 1,158
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
Chewy has not entered into any transactions in the Shares during the past 60 days.
 
 

CUSIP No. 06654A103
 
H.  
CBPS
 
(a)  
As of the close of business on December 12, 2018, CBPS beneficially owned 56,754 Shares.
 
Percentage: Approximately 0.72%.
 
(b)  
1. Sole power to vote or direct the vote: 56,754
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 56,754
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by CBPS during the past 60 days 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 61,367 Shares owned by SIP and the 67,515 Shares owned by SIPII, and (ii) as the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 48,024 Shares owned by LSBK and the 56,754 Shares owned by CBPS.  Accordingly, Veteri may be deemed the beneficial owner of an aggregate of 233,660 Shares.
 
Percentage: Approximately 2.98%.
 
(b)  
1. Sole power to vote or direct the vote: 233,660
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 233,660
 
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 the co-general partner of SIPIII, may be deemed the beneficial owner of the 9,493 Shares owned by SIPIII.
 
Percentage: Approximately 0.12%.
 
(b)  
1. Sole power to vote or direct the vote: 9,493
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 9,493
 
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 88,048 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 61,367 Shares owned by SIP and the 67,515 Shares owned by SIPII, (iii) as the managing member of JBRC I, LLC, the co-general partner of SIPIII, may be deemed the beneficial owner of the 9,493 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 48,024 Shares owned by LSBK and the 56,754 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 59,686 Shares owned by Broad Park, and the 1,158 Shares owned by Chewy.  Accordingly, Seidman may be deemed the beneficial owner of an aggregate of 392,045 Shares.  In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such Shares.
 
Percentage: Approximately 5.00%.
 
(b)  
1. Sole power to vote or direct the vote: 392,045
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 392,045
 
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 392,045 Shares, constituting approximately 5.00% 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.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
On December 12, 2018, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  A copy of this agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to any securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
99.1  
  Joint Filing Agreement, dated December 12, 2018, by and among SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, CBPS, Veteri, JBRC and Seidman.
 
 

Signature Page to Bankwell Financial Group, Inc. Schedule 13D


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:          December 13, 2018
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 A
 
 
Name
 
Principal Business/Occupation
 
Principal Business Address
 
Citizenship
Michael Mandelbaum
Manager of Broad Park Investors, L.L.C.
80 Main Street, Suite 510, West Orange, New Jersey 07052 United States
Jonathan Mandelbaum          Manager of Cavity, L.L.C., the General Partner of Chewy Gooey Cookies, L.P. 80 Main Street, Suite 510, West Orange, New Jersey 07052 United States



CUSIP No. 06654A103
   
 
SCHEDULE B

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

SAL
10/16/2018
30.178
16,628.26
 
551
SAL
10/17/2018
30.579
60,179.12
 
1,968
SAL
10/19/2018
30.564
32,245.25
 
1,055
SAL
10/22/2018
30.413
91,238.40
 
3,000
SAL
10/24/2018
29.839
39,984.39
 
1,340
SAL
10/25/2018
29.669
29,669.20
 
1,000
SAL
10/26/2018
29.481
32,930.42
 
1,117
SAL
11/2/2018
30.316
46,595.48
 
1,537
SAL
11/5/2018
30.142
43,404.36
 
1,440
SAL
11/6/2018
30.024
85,417.06
 
2,845
SAL
11/8/2018
29.953
46,368.00
 
1,548
SAL
11/12/2018
29.932
56,990.87
 
1,904
SAL
11/15/2018
29.760
73,298.61
 
2,463
SAL
11/27/2018
29.754
50,610.73
 
1,701
SAL
11/28/2018
29.732
13,795.80
 
464
SAL
12/3/2018
29.588
34,410.73
 
1,163
SAL
12/4/2018
29.135
67,942.90
 
2,332
SAL
12/6/2018
27.822
13,938.59
 
501
SAL
12/7/2018
28.144
26,455.32
 
940
SAL
12/10/2018
28.098
22,928.12
 
816
SAL
12/11/2018
27.854
32,979.57
 
1,184
SAL
12/12/2018
27.474
40,578.59
 
1,477
Total
   
958,589.77

32,346
       
 
SIP
10/18/2018
30.562
91,687.20

3,000
SIP
10/23/2018
30.040
30,040.40

1,000
SIP
10/24/2018
29.839
39,984.39

1,340
SIP
10/25/2018
29.669
29,669.20

1,000
SIP
11/5/2018
30.142
43,434.49

1,441
SIP
11/7/2018
29.804
43,603.48

1,463
SIP
11/13/2018
29.810
119,239.80

4,000
SIP
11/27/2018
29.758
34,370.13

1,155
SIP
11/28/2018
29.748
9,281.40

312
SIP
12/3/2018
29.594
23,408.83

791
SIP
12/4/2018
29.138
46,154.70

1,584
SIP
12/6/2018
27.837
9,186.23

330
SIP
12/7/2018
28.152
17,538.74

623
SIP
12/10/2018
28.108
15,150.01

539
SIP
12/11/2018
27.861
21,926.42

787
SIP
12/12/2018
27.479
26,984.16

982
Total
   
601,659.58

20,347
       
 
SIPII
10/15/2018
30.039
60,078.00

2,000
SIPII
10/18/2018
30.565
59,663.04

1,952
SIPII
10/22/2018
30.417
47,694.43

1,568
SIPII
10/23/2018
30.040
30,040.40

1,000
SIPII
10/24/2018
29.839
39,984.39

1,340
SIPII
10/25/2018
29.669
29,669.20

1,000
SIPII
10/26/2018
29.483
29,482.70

1,000
SIPII
10/29/2018
29.925
41,116.97

1,374
SIPII
11/5/2018
30.142
43,434.49

1,441
SIPII
11/6/2018
30.026
57,860.26

1,927
SIPII
11/27/2018
29.757
35,411.19

1,190
SIPII
11/28/2018
29.747
9,578.40

322
SIPII
12/3/2018
29.593
24,118.63

815
SIPII
12/4/2018
29.138
47,582.00

1,633
SIPII
12/6/2018
27.836
9,491.94

341
SIPII
12/7/2018
28.151
18,157.56

645
SIPII
12/10/2018
28.107
15,739.69

560
SIPII
12/11/2018
27.860
22,705.99

815
SIPII
12/12/2018
27.478
27,972.84

1,018
Total
   
649,782.12

21,941
       
 
SIPIII
11/27/2018
29.857
4,000.79

134
SIPIII
11/28/2018
29.850
2,985.00

100
SIPIII
12/3/2018
29.725
2,972.50

100
SIPIII
12/4/2018
29.211
5,287.28

181
SIPIII
12/6/2018
27.942
2,794.16

100
SIPIII
12/7/2018
28.278
2,827.80

100
SIPIII
12/10/2018
28.230
2,822.98

100
SIPIII
12/11/2018
27.992
2,799.17

100
SIPIII
12/12/2018
27.594
3,173.30

115
Total
   
29,662.98

1,030
       
 
LSBK
10/18/2018
30.572
30,572.40

1,000
LSBK
10/22/2018
30.423
30,422.80

1,000
LSBK
10/23/2018
30.040
30,040.40

1,000
LSBK
10/24/2018
29.839
39,984.39

1,340
LSBK
11/2/2018
30.314
60,627.20

2,000
LSBK
11/6/2018
30.024
78,572.89

2,617
LSBK
11/20/2018
29.806
73,233.60

2,457
LSBK
11/27/2018
29.761
27,350.38

919
LSBK
11/28/2018
29.761
7,350.90

247
LSBK
12/3/2018
29.599
18,558.53

627
LSBK
12/4/2018
29.141
36,629.65

1,257
LSBK
12/6/2018
27.848
7,407.57

266
LSBK
12/7/2018
28.158
14,219.64

505
LSBK
12/10/2018
28.114
12,257.79

436
LSBK
12/11/2018
27.865
17,805.85

639
LSBK
12/12/2018
27.482
21,903.41

797
Total
   
506,937.40

17,107
Broad Park
     
 
Broad Park
10/15/2018
30.045
33,289.90

1,108
Broad Park
10/18/2018
30.565
61,129.80

2,000
Broad Park
10/22/2018
30.415
60,830.60

2,000
Broad Park
10/23/2018
30.052
16,679.10

555
Broad Park
10/24/2018
29.839
39,984.39

1,340
Broad Park
10/25/2018
29.723
6,509.27

219
Broad Park
10/26/2018
29.483
29,482.70

1,000
Broad Park
11/5/2018
30.142
43,434.49

1,441
Broad Park
11/6/2018
30.024
73,079.54

2,434
Broad Park
11/9/2018
29.953
44,930.10

1,500
Broad Park
11/13/2018
29.829
19,657.29

659
Broad Park
11/16/2018
29.661
60,360.28

2,035
Broad Park
11/21/2018
29.748
84,721.64

2,848
Broad Park
11/27/2018
29.758
33,596.77

1,129
Broad Park
11/28/2018
29.749
9,073.50

305
Broad Park
12/3/2018
29.594
22,817.33

771
Broad Park
12/4/2018
29.138
45,018.69

1,545
Broad Park
12/6/2018
27.837
9,186.23

330
Broad Park
12/7/2018
28.152
17,538.74

623
Broad Park
12/10/2018
28.108
15,121.93

538
Broad Park
12/11/2018
27.861
21,870.73

785
Broad Park
12/12/2018
27.479
26,929.23

980
Total
   
775,242.25

26,145
       
 
CBPS
10/22/2018
30.423
30,422.80

1,000
CBPS
10/23/2018
30.033
60,065.80

2,000
CBPS
10/25/2018
29.669
29,669.20

1,000
CBPS
10/29/2018
29.926
38,903.33

1,300
CBPS
11/5/2018
30.142
43,434.49

1,441
CBPS
11/6/2018
30.103
5,328.24

177
CBPS
11/7/2018
29.806
35,767.68

1,200
CBPS
11/14/2018
29.823
146,313.39

4,906
CBPS
11/27/2018
29.759
31,901.32

1,072
CBPS
11/28/2018
29.752
8,598.30

289
CBPS
12/3/2018
29.595
21,693.48

733
CBPS
12/4/2018
29.139
42,775.78

1,468
CBPS
12/6/2018
27.840
8,713.77

313
CBPS
12/7/2018
28.153
16,638.65

591
CBPS
12/10/2018
28.109
14,363.78

511
CBPS
12/11/2018
27.862
20,784.91

746
CBPS
12/12/2018
27.480
25,583.52

931
Total
   
580,958.44

19,678
 
 
 
 
*Includes brokerage commission.
 

 
   
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, no par value, of Bankwell Financial Group, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated:          December 12, 2018
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