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 * Ivanov Penko Krassimir 2. Issuer Name and Ticker or Trading Symbol Bankwell Financial Group, Inc. [ BWFG ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP & Chief Financial Officer
(Last)         (First)         (Middle)
C/O BANKWELL FINANCIAL GROUP, INC., 258 ELM STREET
3. Date of Earliest Transaction (MM/DD/YYYY)
1/13/2022
(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  1/13/2022    A    4316  A $0  4316  D (1)  
Common Stock                 2684  D (2)  
Common Stock                 500  D (3)  
Common Stock                 500  D (4)  
Common Stock                 333  D (5)  
Common Stock                 333  D (6)  
Common Stock                 1279  I  IRA 
Common Stock                 18287  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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  4,316 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. 2,158 of those shares are restricted stock that will vest in three substantially equalannual installments, with the first installment to vest on February 7, 2023 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 2,158 of those shares are performance restricted stock and may vest when and if the performance goal is achieved.
(2)  4,028 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. 2,014 of those shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on January 2, 2022 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. 2,014 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the transaction date, 1,344 shares have vested. An additional 269 performance based shares were granted and vested on January 2, 2022 as a result of meeting performance metrics.
(3)  1,500 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. The shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on January 2, 2021 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. As of the transaction date, 1,000 shares have vested.
(4)  1,500 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. The shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the transaction date, 1,000 shares have vested. An additional 200 performance based shares were granted and vested on January 2, 2022 as a result of meeting performance metrics.
(5)  1,000 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. the shares are restricted stock that will vest in three substantially equal annual installments, with the first installment to vest on February 7, 2020 and the second and third installments to vest on each annual anniversary of the vesting date thereafter. As of the transaction date, 667 shares have vested.
(6)  1,000 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. The shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the transaction date, 667 shares have vested.
(7)  640 shares reported are held jointly with spouse.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ivanov Penko Krassimir
C/O BANKWELL FINANCIAL GROUP, INC.
258 ELM STREET
NEW CANAAN, CT 06840


EVP & Chief Financial Officer

Signatures
/s/ Penko Ivanov 1/14/2022
**Signature of Reporting Person Date
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