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Filing Details

Accession Number:: 0000902664-18-001039
Form Type:: 13G Filing
Publication Date:: 2018-02-14 09:00:41

Filed By:: Endicott Management
Company:: Bankwell Financial Group Inc. (NASDAQ:BWFG)
Filing Date:: 2018-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Endicott Opportunity Partners IV	635,404	635,404	635,404	8.20%
Endicott Management Company	635,404	635,404	635,404	8.20%
W.R. Endicott IV	635,404	635,404	635,404	8.20%
Wayne K. Goldstein (in the capacity described herein)	635,404	635,404	635,404	8.20%
Robert I. Usdan (in the capacity described herein)	635,404	635,404	635,404	8.20%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Bankwell Financial Group, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

06654A103
(CUSIP Number)

December 31, 2017
(Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)
☒	Rule 13d-1(c)
☐	Rule 13d-1(d)

(Page 1 of 11 Pages)

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAME OF REPORTING PERSON Endicott Opportunity Partners IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 635,404
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 635,404
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 635,404
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.20%
12	TYPE OF REPORTING PERSON PN

1	NAME OF REPORTING PERSON Endicott Management Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 635,404
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 635,404
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 635,404
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.20%
12	TYPE OF REPORTING PERSON CO

1	NAME OF REPORTING PERSON W.R. Endicott IV, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 635,404
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 635,404
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 635,404
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.20%
12	TYPE OF REPORTING PERSON OO

1	NAME OF REPORTING PERSON Wayne K. Goldstein (in the capacity described herein)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 635,404
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 635,404
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 635,404
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.20%
12	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSON Robert I. Usdan (in the capacity described herein)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ☒ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 635,404
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 635,404
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 635,404
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.20%
12	TYPE OF REPORTING PERSON IN

Item 1(a).	NAME OF ISSUER

	The name of the issuer is Bankwell Financial Group, Inc. (the "Company").

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

	The Company's principal executive offices are located at 220 Elm Street, New Canaan, Connecticut 06840.

Item 2(a).

NAME OF PERSON FILING

	This statement is filed by:

	(i)	Endicott Opportunity Partners IV, L.P., a Delaware limited partnership ("EOP IV"), with respect to Shares directly owned by EOP IV;

	(ii)	W.R. Endicott IV, L.L.C. a Delaware limited liability company ("WR IV LLC") and general partner of EOP IV, with respect to Shares directly owned by EOP IV;

	(iii)	Endicott Management Company, a Delaware S-Corporation ("EMC") and Investment Manager to EOP IV, with respect to Shares directly owned by EOP IV;

	(iv)	Wayne K. Goldstein ("Mr. Goldstein"), who serves as a Co-President and a director of EMC and a managing member of WR IV LLC, with respect to Shares directly owned by EOP IV; and

	(v)	Robert I. Usdan ("Mr. Usdan"), who serves as a Co-President and a director of EMC and a managing member of WR IV LLC, with respect to Shares directly owned by EOP IV.

	The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

	The address of the principal business offices of each of: (i) EOP IV; (ii) WR IV LLC; (iii) EMC; (iv) Mr. Goldstein; and (v) Mr. Usdan is 570 Lexington Avenue, 37th Floor, New York, NY 10022.

Item 2(c).

CITIZENSHIP

EOP IV - a Delaware limited partnership

WR IV LLC - a Delaware limited liability company

EMC - a Delaware S-Corporation

Mr. Goldstein - United States

Mr. Usdan - United States

Item 2(d).	TITLE OF CLASS OF SECURITIES

	Common Stock, no par value (the "Shares")

Item 2(e).	CUSIP NUMBER

	06654A103

Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

	(a)	¨	Broker or dealer registered under Section 15 of the Act;
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
	If this statement is filed pursuant to Rule 13d-1(c), check this box: x

	If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
	specify the type of institution:

Item 4.	OWNERSHIP

	The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.

	The Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2018 indicated that the total number of outstanding shares of Common Stock as of December 31, 2017 was 7,751,424. The percentages used in the Schedule 13G are based upon such number of shares of Common Stock outstanding.

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

	Not applicable.

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

	EOP IV is a private investment partnership, the general partner of which is WR IV LLC. As the general partner of EOP IV, WR IV LLC has the power to vote and dispose of the securities owned by EOP IV and, accordingly, may be deemed the "beneficial owner" of such securities.

	The managing members of WR IV LLC are Mr. Goldstein and Mr. Usdan.

	EMC, the Investment Manager of EOP IV has the power to vote and direct the disposition of the proceeds from the sale of the shares of Common Stock owned by EOP IV, and accordingly may be deemed the "beneficial owner" of such shares of Common Stock.

	The limited partners and the general partners of EOP IV have the right to participate in the receipt of dividends from, or proceeds from the sale of, the securities held for the account of EOP IV in accordance with their ownership interests in such entities.

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

	See Item 2.

Item 9.	NOTICE OF DISSOLUTION OF GROUP

	Not applicable.

Item 10.	CERTIFICATION

	Each of the Reporting Persons hereby makes the following certification:

	By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2018


	ENDICOTT OPPORTUNITY PARTNERS IV, L.P.
	BY: W.R. Endicott IV, L.L.C.
	its general partner

	BY:	/s/ WAYNE K. GOLDSTEIN
		Wayne K. Goldstein
		Managing Member


	W.R. ENDICOTT IV, L.L.C.

	BY:	/s/ WAYNE K. GOLDSTEIN
		Wayne K. Goldstein
		Managing Member


	ENDICOTT MANAGEMENT COMPANY

	BY:	/s/ WAYNE K. GOLDSTEIN
		Wayne K. Goldstein
		Authorized Signatory


	WAYNE K. GOLDSTEIN, INDIVIDUALLY

	BY:	/s/ WAYNE K. GOLDSTEIN
		Wayne K. Goldstein


	ROBERT I. USDAN, INDIVIDUALLY

	BY:	/s/ ROBERT I. USDAN
		Robert I. Usdan