FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Jones Daniel S
2. Issuer Name and Ticker or Trading Symbol

Bankwell Financial Group, Inc. [ BWFG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O BANKWELL FINANCIAL GROUP, INC., 258 ELM STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2021
(Street)

NEW CANAAN, CT 06840
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/31/2021  A  1600 A$0 1600 D (1) 
Common Stock         1500 D (2) 
Common Stock         3520 D (3) 
Common Stock         600 D (4) 
Common Stock         600 D (5) 
Common Stock         250 D (6) 
Common Stock         29339 I Deferred Compensation Plan 
Common Stock         235198 D (7) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) 1,600 shares of restricted stock granted on December 31, 2021, pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan and will vest in four equal annual installments of 25%, with the first installment to vest on January 2, 2023 and an additional 25% to vest on each annual anniversary of the vesting date thereafter.
(2) 2,000 shares of restricted stock granted on December 8, 2020, pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan and will vest in four equal annual installments of 25%, with the first installment to vest on January 2, 2022 and an additional 25% to vest on each annual anniversary of the vesting date thereafter. As of January 2, 2022, 500 shares have vested.
(3) 3,520 shares of restricted stock granted on February 7, 2020, pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan and will fully vest on February 7, 2025.
(4) 1,200 shares of restricted stock granted on March 4, 2019, pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan and will vest in four equal annual installments of 25%, with the first installment to vest on February 7, 2020 and an additional 25% to vest on each annual anniversary of the vesting date thereafter. As of the transaction date, 600 shares have vested.
(5) 1,200 shares of restricted stock granted on December 20, 2019, pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan and will vest in four equal annual installments of 25%, with the first installment to vest on January 2, 2021 and an additional 25% to vest on each annual anniversary of the vesting date thereafter. As of January 2, 2022, 600 shares have vested.
(6) 1,000 shares of restricted stock granted on March 22, 2018, pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan and will vest in four equal annual installments of 25%, with the first installment to vest on February 7, 2019 and an additional 25% to vest on each annual anniversary of the vesting date thereafter. As of the transaction date, 750 shares have vested.
(7) 69,494 of shares reported are owned by spouse.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Jones Daniel S
C/O BANKWELL FINANCIAL GROUP, INC.
258 ELM STREET
NEW CANAAN, CT 06840
X



Signatures
/s/ Penko Ivanov, Attorney-in-Fact for Daniel S. Jones1/6/2022
**Signature of Reporting PersonDate

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