Statement of Changes in Beneficial Ownership (4)
26 Giugno 2023 - 10:49PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
Shellberg Jeffrey D. |
2. Issuer Name and Ticker or Trading Symbol
Bridgewater Bancshares Inc
[
BWB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP AND CHIEF CREDIT OFFICER |
(Last)
(First)
(Middle)
C/O BRIDGEWATER BANCSHARES, INC., 4450 EXCELSIOR BLVD., SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/22/2023 |
(Street)
ST. LOUIS PARK, MN 55416 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/22/2023 | | M | | 25000 | A | $3 | 330375 | D | |
Common Stock | | | | | | | | 172000 | I | By Trust (1) |
Common Stock | | | | | | | | 283890 | I | By Trust (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Option to buy (3) | $3 | 6/22/2023 | | X | | | 25000 | (4) | 12/31/2023 | Common Stock | 25000 | $0 | 25000 | D | |
Option to buy (5) | $7.47 | | | | | | | (6) | 9/30/2027 | Common Stock | 150000 | | 150000 | D | |
Option to buy (5) | $12.92 | | | | | | | (7) | 12/6/2029 | Common Stock | 25000 | | 25000 | D | |
Option to buy (5) | $17.50 | | | | | | | (8) | 2/1/2032 | Common Stock | 20000 | | 20000 | D | |
Explanation of Responses: |
(1) | Shares of common stock are held by Mr. Shellberg as co-trustee of the Susan K. Shellberg Trust under agreement dated October 1, 2014. Mr. Shellberg possesses shared voting and investment power with respect to the shares of common stock held by the Susan K. Shellberg Trust under agreement dated October 1, 2014. |
(2) | Shares of common stock are held by Mr. Shellberg as co-trustee of the Jeffrey D. Shellberg Trust under agreement dated October 1, 2014. Mr. Shellberg possesses shared voting and investment power with respect to the shares of common stock held by the Jeffrey D. Shellberg Trust under agreement dated October 1, 2014. |
(3) | Options to buy granted under the 2012 Combined Incentive and Non-Statutory Stock Option Plan. |
(4) | Options exercisable in 20% increments on the first five anniversaries of the date of the grant which was 1/1/2014. |
(5) | Options to buy granted under the 2017 Combined Incentive and Non-Statutory Stock Option Plan. |
(6) | Options exercisable in 20% increments on the first five anniversaries of the date of the grant which was 10/1/2017. |
(7) | Options exercisable in 25% increments on the first four anniversaries of the date of the grant which was 12/6/2019. |
(8) | Options exercisable in 25% increments on the first four anniversaries of the date of the grant which was 2/1/2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Shellberg Jeffrey D. C/O BRIDGEWATER BANCSHARES, INC. 4450 EXCELSIOR BLVD., SUITE 100 ST. LOUIS PARK, MN 55416 | X |
| EVP AND CHIEF CREDIT OFFICER |
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Signatures
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/s/ Ben Klocke, Attorney-in-Fact | | 6/26/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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