SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Place Nicholas L.

(Last) (First) (Middle)
C/O BRIDGEWATER BANCSHARES, INC.
3800 AMERICAN BLVD WEST, SUITE 100

(Street)
BLOOMINGTON MN 55431

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bridgewater Bancshares Inc [ BWB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Chief Lending Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 12/07/2018 M 7,500 A $1.65 13,500 D
Common Stock 7,250 I By Roth Contributory IRA
Common Stock 7,500 I By Spouse IRA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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(1) $1.65 12/07/2018 M 7,500 (4) 11/07/2021 Common Stock 7,500 $0 7,500(8) D
Option to buy(1) $3 (5) 12/31/2023 Common Stock 25,000 25,000(8) D
Option to buy(2) $3.58 (6) 12/31/2024 Common Stock 25,000 25,000(8) D
Option to buy(3) $7.47 (7) 09/30/2027 Common Stock 150,000 150,000(8) D
Explanation of Responses:
1. Options to buy granted under the 2005 Combined Incentive and Non-Statutory Stock Option Plan.
2. Options to buy granted under the 2012 Combined Incentive and Non-Statutory Stock Option Plan.
3. Options to buy granted under the 2017 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 11/5/2011.
5. Options exercisable in 20% increments on the first five anniversaries of the date of the grant which was 1/1/2014.
6. Options exercisable in 20% increments on the first five anniversaries of the date of the grant which was 1/1/2015.
7. Options exercisable in 20% increments on the first five anniversaries of the date of the grant which was 10/1/2017.
8. On March 19, 2018, the reporting person filed a Form 4 which inadvertently reported that the reporting person beneficially owned 215,000 derivative securities at an exercise price of $7.47 granted under the 2017 Combined Incentive and Non-Statutory Stock Option Plan (which amount was the aggregate of all derivative securities beneficially owned by the reporting person following such reported transaction). In fact, on March 19, 2018 the reporting person beneficially owned 150,000 derivative securities at an exercise price of $7.47 granted under the 2017 Combined Incentive and Non-Statutory Stock Option Plan, beneficially owned 15,000 derivative securities at an exercise price of $1.65 and 25,000 derivative securities at an exercise price of $3.00 granted under the 2005 Combined Incentive and Non-Statutory Stock Option Plan, and 25,000 derivative securities at an exercise price of $3.58 granted under the 2012 Combined Incentive and Non-Statutory Stock Option Plan.
/s/ Ben Klocke, attorney-in-fact 12/10/2018
** 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 Number.