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. 1)

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 19, 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
 
106,104
             
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
106,104
             
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    
 
106,104
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                      
 
1.35%
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
 
73,868
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
73,868
            
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
73,868
       
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.94%
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
 
80,508
    
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
80,508
            
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
80,508
           
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
 
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
 
11,115
    
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
   
    11,115
    
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    11,115
       
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.14%
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
 
    58,213
         
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
          
    58,213
           
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    58,213
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.74%
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
 
72,159
    
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
72,159
    
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
72,159
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 0.92%
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
 
1,458
    
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,458
    
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,458
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.02%
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
 
68,620
    
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
68,620
    
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
68,620
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.88%
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
 
281,209
    
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
281,209
      
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
281,209
    
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.59%
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
 
11,115
   
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
11,115
    
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
    11,115
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.14%
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
 
472,045
   
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
472,045
    
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
472,045
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
    6.02%
14
TYPE OF REPORTING PERSON
 
  IN

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

 
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 472,045 the  Shares beneficially owned in the aggregate by the Reporting Persons is approximately $13,375,787, 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 December 19, 2018, SAL beneficially owned 106,104 Shares.
 
       Percentage: Approximately 1.35%.
 
(b)  
1. Sole power to vote or direct the vote: 106,104
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 106,104
 
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 December 19, 2018, SIP beneficially owned 73,868 Shares.
 
                               Percentage: Approximately 0.94%.
 
(b)  
1. Sole power to vote or direct the vote: 73,868
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 73,868
 
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 December 19, 2018, SIPII beneficially owned 80,508 Shares.
 
Percentage: Approximately 1.03%.
 
(b)  
1. Sole power to vote or direct the vote: 80,508
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 80,508
 
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 December 19, 2018, SIPIII beneficially owned 11,115 Shares.
 
Percentage: Approximately 0.14%.
 
(b)  
1. Sole power to vote or direct the vote: 11,115
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 11,115
 
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 December 19, 2018, LSBK beneficially owned 58,213 Shares.
 
Percentage: Approximately 0.74%.
 
(b)  
1. Sole power to vote or direct the vote: 58,213
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 58,213
 
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 December 19, 2018, Broad Park beneficially owned 72,159 Shares.
 
Percentage: Approximately 0.92%.
 
(b)  
1. Sole power to vote or direct the vote: 72,159
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 72,159
 
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 December 19, 2018, Chewy beneficially owned 1,458 Shares.
 
Percentage: Approximately 0.02%.
 
(b)  
1. Sole power to vote or direct the vote: 1,458
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 1,458
 
4. Shared power to dispose or direct the disposition: 0
 
(c)  
The transactions in the Shares by Chewy Gooey during the past 60 days 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 December 19, 2018, CBPS beneficially owned 68,620 Shares.
 
Percentage: Approximately 0.88%.
 
(b)  
1. Sole power to vote or direct the vote: 68,620
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 68,620
 
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 73,868 Shares owned by SIP and the 80,508 Shares owned by SIPII, and (ii) as the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 58,213 Shares owned by LSBK and the 68,620 Shares owned by CBPS.  Accordingly, Veteri may be deemed the beneficial owner of an aggregate of 281,209 Shares.
 
Percentage: Approximately 3.59%.
 
(b)  
1. Sole power to vote or direct the vote: 281,209
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 281,209
 
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 11,115 Shares owned by SIPIII.
 
Percentage: Approximately 0.14%.
 
(b)  
1. Sole power to vote or direct the vote: 11,115
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 11,115
 
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 106,104 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 73,868 Shares owned by SIP and the 80,508 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 11,115 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 58,213 Shares owned by LSBK and the 68,620 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 72,159 Shares owned by Broad Park, and the 1,458 Shares owned by Chewy.  Accordingly, Seidman may be deemed the beneficial owner of an aggregate of 472,045 Shares.  In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such Shares.
 
Percentage: Approximately 6.02%.
 
(b)  
1. Sole power to vote or direct the vote: 472,045
 
2. Shared power to vote or direct the vote: 0
 
3. Sole power to dispose or direct the disposition: 472,045
 
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 472,045 Shares, constituting approximately 6.02% 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. 1


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 20, 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 B

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

SAL
12/14/2018
27.5361
128,566.11
4,669
SAL
12/17/2018
27.5729
123,774.93
4,489
SAL
12/18/2018
27.6442
123,735.22
4,476
SAL
12/19/2018
27.6807
122,404.02
4,422
Total
    
498,480.28
18,056
         
SIP
12/14/2018
27.5377
85,724.92
3,113
SIP
12/17/2018
27.5744
86,280.28
3,129
SIP
12/18/2018
27.6456
86,420.14
3,126
SIP
12/19/2018
27.6821
86,727.98
3,133
Total
    
345,153.32
12,501
         
SIPII
12/14/2018
27.5375
88,891.20
3,228
SIPII
12/17/2018
27.5742
89,423.21
3,243
SIPII
12/18/2018
27.6454
89,985.80
3,255
SIPII
12/19/2018
27.6819
90,436.74
3,267
Total
    
358,736.95
12,993
         
SIPIII
12/14/2018
27.5710
10,862.96
394
SIPIII
12/17/2018
27.6069
11,097.98
402
SIPIII
12/18/2018
27.6775
11,320.09
409
SIPIII
12/19/2018
27.7133
11,556.43
417
Total
    
44,837.46
1,622
         
LSBK
12/14/2018
27.5388
69,783.37
2,534
LSBK
12/17/2018
27.5755
70,234.77
2,547
LSBK
12/18/2018
27.6467
70,471.40
2,549
LSBK
12/19/2018
27.6832
70,841.21
2,559
Total
    
281,330.75
10,189
         
Broad Park
12/14/2018
27.5377
85,587.25
3,108
Broad Park
12/17/2018
27.5744
86,059.72
3,121
Broad Park
12/18/2018
27.6456
86,171.37
3,117
Broad Park
12/19/2018
27.6821
86,561.92
3,127
Total
    
344,380.26
12,473
         
Chewy
12/17/2018
27.7196
2,771.96
100
Chewy
12/18/2018
27.7908
2,779.08
100
Chewy
12/19/2018
27.8273
2,782.73
100
Total
    
8,333.77
300
         
CBPS
12/14/2018
27.5380
81,347.19
2,954
CBPS
12/17/2018
27.5747
81,869.14
2,969
CBPS
12/18/2018
27.6459
82,052.89
2,968
CBPS
12/19/2018
27.6823
82,354.97
2,975
Total
    
327,624.19
11,866
 
 





*Includes brokerage commission.