Statement of Changes in Beneficial Ownership (4)

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 * Chivily Christine	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) Chief Risk & Credit Officer
(Last)          (First)          (Middle) C/O BANKWELL FINANCIAL GROUP, INC., 258 ELM STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 2/7/2022
(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	2/7/2022		A		233 (1)	A	$0	14582	D (2)(3)
Common Stock	2/8/2022		F		439 (4)	D	$33.86 (5)	14143	D (2)(3)
Common Stock								4111	D (6)
Common Stock								3887	D (7)
Common Stock								500	D (8)
Common Stock								500	D (9)

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)	An additional 233 performance based shares were granted and vested on February 7, 2022 as a result of meeting performance metrics from previously issued grants.
(2)	1,750 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, all shares have vested.
(3)	1,750 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, all shares have vested.
(4)	439 shares were withheld and sold through the Company sponsored cashless stock exercise program, to cover the tax liability for vesting a total of 1,399 shares.
(5)	Range of reported sale price is $33.83 - $33.87. Reporting person agrees to provide individual transaction information to SEC upon request.
(6)	4,111 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. 2,056 of those shares are restricted stock that will vest in three substantially equal annual 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. 2,055 of those shares are performance restricted stock and may vest when and if the performance goal is achieved.
(7)	5,831 shares of Bankwell Financial Group, Inc. stock granted pursuant to the 2012 Bankwell Financial Group, Inc. Stock Plan. 2,916 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. 2,915 of those shares are performance restricted stock and may vest when and if the performance goal is achieved. As of the transaction date, 1,944 shares have vested. An additional 389 performance based shares were granted and vested on January 2, 2022 as a result of meeting performance metrics.
(8)	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.
(9)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Chivily Christine C/O BANKWELL FINANCIAL GROUP, INC. 258 ELM STREET NEW CANAAN, CT 06840			Chief Risk & Credit Officer

Signatures
/s/ Penko Ivanov, Attorney-in-Fact for Christine Chivily		2/9/2022
**Signature of Reporting Person		Date