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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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)

SCHEDULE 13D/A 0001026081-18-000014 0001026081 XXXXXXXX LIVE 5 Common Stock, No Par Value 12/20/2024 false 0001505732 06654A103 Bankwell Financial Group Inc 258 Elm Street New Canaan CT 06840 Lawrence Seidman 973-952-0405 900 Lanidex Plaza Suite 230 Parsippany NJ 07054 Steve Wolosky, Esq. 212-451-2300 1325 Avenue of the Americas New York NY 10019 Y Seidman and Associates LLC a WC NJ 178193 178193 178193 N 2.27 OO Y Seidman Investment Partnership LP a WC NJ 128045 128045 128045 N 1.63 PN Y Seidman Investment Partnership II LP a WC NJ 168997 168997 168997 N 2.15 PN Y LSBK06-08 LLC a WC FL 104626 104626 104626 N 1.33 OO Y Broad Park Investors LLC a WC NJ 127042 127042 127042 N 1.62 OO Y Chewy Gooey Cookies LP a WC DE 19539 19539 19539 N 0.25 PN Y Veteri Place Corporation a OO NJ 401668 401668 401668 N 5.11 CO 0001026081 Lawrence B Seidman a OO X1 746056 746056 746056 N 9.49 IN Common Stock, No Par Value Bankwell Financial Group Inc 258 Elm Street New Canaan CT 06840 Item 3 is hereby amended and restated to read as follows: 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. The aggregate purchase cost of the 746,056 Shares beneficially owned in the aggreate by the Reporting Persons is approximately $20,268,045, including brokerage commissions. Item 4 is hereby amended and restated to read as follows: On December 19, 2024, the Issuer entered into an Amendment to the Agreement dated February 5, 2020 with Lawrence Seidman, disclosed as an Exhibit to Schedule 13D/A dated February 6, 2020. The Amendment permits Mr. Seidman and his affiliated private entities to purchase up to 14.99% of the Issuer's outstanding shares subject to the conditions of the Agreement and subject to all regulatory approvals. The foregoing Amendment is qualified in its entirety by reference to the full text of the Amendment which is included as Exhibit 99.3 hereto and incorporated herein by reference. Item 5 is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each Reporting Person is based upon 7,858,573 Shares outstanding, which is the total number of Shares outstanding as of September 30, 2024, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission. An aggregate of 746,056 Shares, constituting approximately 9.49% of the Shares outstanding, are reported by the Reporting Persons in this statement. As of the close of business on December 20, 2024: SAL beneficially owned 178,193 Shares, approximately 2.27% and the transaction in the Shares during the past 60 days is set forth in Exhibit 1. SIP beneficially owned 128,045 Shares, approximately 1.63% and the transaction in the Shares during the past 60 days is set forth in Exhibit 1. SIPII beneficially owned 168,997 Shares, approximately 2.15% and the transaction in the Shares during the past 60 days is set forth in Exhibit 1. LSBK beneficially owned 104,626 Shares, approximately 1.33% and the transaction in the Shares during the past 60 days is set forth in Exhibit 1. Broad Park beneficially owned 127,042 Shares, approximately 1.62% and the transaction in the Shares during the past 60 days is set forth in Exhibit 1. Chewy beneficially owned 19,539 Shares, approximately 0.25% and the transaction in the Shares during the past 60 days is set forth in Exhibit 1. Veteri, (i) as the general partner of each of SIP and SIPII may be deemed the beneficial owner of the 128,045 Shares owned by SIP and the 168,997 Shares owned by SIPII, and (ii) as the trading advisor of LSBK may be deemed the beneficialy owner of the 104,626 Shares owned by LSBK. Accordingly, Veteri may be deemed to be the beneficial owner of an aggregate of 401,668 Shares, approximately 5.11%. Veteri has not entered into any transactions in the Shares during the past 60 days. Seidman beneficially owned 19,614 Shares, approximately 0.25%, and (i) as the manager of SAL may be deemed the beneficial owner of the 178,193 Shares owned by SAL, (ii) as the sole officer of Veteri, the general partner of each SIP and SIPII, may be deemed the beneficial owner of the 128,045 Shares owned by SIP and the 168,997 Shares owned by SIPII, (iii) and as the sole officer of Veteri, the trading advisor of LSBK, may be deemed the beneficial owner of the 104,626 Shares owned by LSBK, and (iv) as the investment manager for each of Broad Park and Chewy, may be deemed the beneficial owner of the 127,042 Shares owned by Broad Park, and the 19,539 Shares owned by Chewy. Accordingly, Seidman may be deemed the beneficial owner of an aggregate of 746,046 Shares, approximately 9.49%. In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such Shares. Seidman's transactions in the Shares during the past 60 days are set forth in Exhibit 1. An aggregate of 746,056 Shares, constituting approximately 9.49% 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) fo 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 D beneficially owns any securities of the Issuer. 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. Item 6 is hereby amended to add the following: On December 19, 2024, the Issuer and Mr. Seidman entered into an Amendment to the Agreement dated February 5, 2020 as defined and described in Item 4 above and attached as Exhibit 99.3 hereto. Item 7 is hereby amended to add the following exhibit: Exhbiti 99.3 Amendment dated December 19, 2024 to the Agreement dated February 5, 2020 by and among Bankwell Financial Group, Inc. and Lawrence Seidman permits Seidman and his affiliated private entities to purchase up to 14.99% of the Issuer's outstanding shares subject to the condition of the Agreement and subject to all regulatory approvals. Exhibit 1 Transactions in the Shares during the past 60 days. Seidman and Associates LLC Lawrence B. Seidman Manager 12/23/2024 Seidman Investment Partnership LP Lawrence B. Seidman President of the General Partner 12/23/2024 Seidman Investment Partnership II LP Lawrence B. Seidman President of the General Partner 12/23/2024 LSBK06-08 LLC Lawrence B. Seidman President of the Trading Advisor 12/23/2024 Broad Park Investors LLC Lawrence B. Seidman Investments Manager 12/23/2024 Chewy Gooey Cookies LP Lawrence B. Seidman Investments Manager 12/23/2024 Veteri Place Corporation Lawrence B. Seidman President 12/23/2024 Lawrence B Seidman Lawrence B. Seidman Lawrence B Seidman 12/23/2024