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August 15, 2016

 

 

 

Via EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Era Anagnosti, Esq.

 

Re:       Bankwell Financial Group, Inc.
Registration Statement on Form S-4
Filed with the SEC on June 17, 2016
Response Date: August 12, 2016
CIK No. 0001505732

 

Ladies and Gentlemen:

 

Submitted herewith for filing on behalf of our client, Bankwell Financial Group, Inc. (the “Company”), is Pre-effective Amendment No. 1 to the S-4 (the “Amendment”) filed with the Securities and Exchange Commission (the “Commission”) on June 17, 2016. (the “Registration Statement”).

 

This Amendment is being filed after responding to comments contained in the letters dated July 7 and July 20, 2016 from Era Anagnosti, Legal Branch Chief of the Commission to Ernest J. Verrico, Sr., Executive Vice President and Chief Financial Officer of Bankwell Financial Group, Inc. (the “Company”). Based on conversations with your office, we understand that all comments therein have been satisfied.

 

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, and in connection with the offering described in the Prospectus contained in the above-captioned Registration Statement, the Company hereby requests that the above-captioned Registration Statement be declared effective at 11:00 a.m. Eastern Standard Time on Friday, August 19, 2016 or as soon thereafter as practicable.

 

 

 

Securities and Exchange Commission

August 15, 2016

Page 2

 

In making the foregoing request, we hereby acknowledge on behalf of the Company that:

 

 

 

 

In addition, the Company represents that it will comply with such provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 as may apply to it for this offering.

 

Please contact the undersigned (860-331-2626) or Mr. Verrico at (203) 652-6300, with any questions or comments you may have regarding this filing.

 

 

Very truly yours,
 
/s/ William W. Bouton III
 
 
 CC: Ernest J. Verrico, Sr.