Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
10 February 2024 - 8:15AM
Edgar (US Regulatory)
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No: 3)
Bridgewater
Bancshares, Inc.
(Name of Issuer)
Common Stock,
par value $0.01 per share
(Title of Class of Securities)
108621103
(CUSIP Number)
December 31,
2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 108621103 |
|
|
1. |
Names
of Reporting Persons
David B. Juran |
|
|
2. |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
|
|
(a) |
o |
|
|
(b) |
o |
|
|
3. |
SEC
Use Only |
|
|
4. |
Citizenship
or Place of Organization
United States of America |
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
5. |
Sole
Voting Power
1,494,064(1) |
|
6. |
Shared
Voting Power
106,032(2) |
|
7. |
Sole
Dispositive Power
1,494,064 (1) |
|
8. |
Shared
Dispositive Power
106,032(2) |
|
|
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,600,096(1)(2) |
|
|
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
|
|
11. |
Percent
of Class Represented by Amount in Row (9)
5.77% (3) |
|
|
12. |
Type
of Reporting Person (See Instructions)
IN |
|
|
|
|
|
|
| (1) | Includes 16,328 shares held by Mr. Juran as trustee of decendant’s separate trust under trust agreement dated September 17,
2018. Includes 121,301 shares of common stock held by Mr. Juran as trustee of marital trust 2 under a trust agreement dated September 17,
2018. Includes 20,000 shares of common stock held by Mr. Juran as trustee of marital trust 1 under a trust agreement dated September 17,2018. |
| (2) | Includes 86,775 shares held by Mr. Juran as co-trustee of a marital trust dated June 18, 2002 and includes 10,725 shares
held by Mr. Juran as co-trustee of a residuary trust dated June 18, 2002. Includes 8,532 shares held in a revocable trust dated
January 31, 2014 for which Mr. Juran is the attorney-in-fact for the trustee of the trust and Mr. Juran may possess voting
power and investment power with respect to the shares of common stock under the trust. |
| (3) | Based on 27,748,965 shares of common stock outstanding as of December 31, 2023, as reflected in the Issuer’s Form 8-K
dated January 24, 2024, as filed by the Issuer with the U.S. Securities and Exchange Commission on January 24, 2024. |
Item 1. |
|
(a) |
Name
of Issuer
Bridgewater Bancshares, Inc. |
|
(b) |
Address of Issuer’s Principal Executive Offices
4450 Excelsior Blvd., Suite 100, St. Louis Park,
MN 55416 |
|
Item 2. |
|
(a) |
Name
of Person Filing
David B. Juran |
|
(b) |
Address
of Principal Business Office or, if none, Residence
4450 Excelsior Blvd., Suite 100, St. Louis Park, MN 55416 |
|
(c) |
Citizenship
United States |
|
(d) |
Title
of Class of Securities
Common Stock |
|
(e) |
CUSIP
Number
108621103 |
|
Item 3. |
If this statement
is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
(a) |
o |
Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o); |
|
(b) |
o |
Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c); |
|
(c) |
o |
Insurance company as defined in
section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
(d) |
o |
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
|
(e) |
o |
An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
o |
An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) |
o |
A parent
holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
(h) |
o |
A savings
association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
o |
A church
plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3); |
|
(j) |
o |
A non-U.S. institution in accordance
with § 240.13d–1(b)(1)(ii)(J); |
|
(k) |
o |
Group, in accordance with § 240.13d–1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify
the type of institution: |
Item 4. |
Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
|
(a) |
Amount beneficially owned:
1,600,096(4)(5) |
|
(b) |
Percent of class:
5.77%(6) |
|
(c) |
Number of shares as to which the person has:
|
|
|
(i) |
Sole power to vote or to direct the vote
1,494,064 (4) |
|
|
(ii) |
Shared power to vote or to direct the vote
106,032(5) |
|
|
(iii) |
Sole power to dispose or to direct the disposition of
1,494,064 (4) |
|
|
(iv) |
Shared power to dispose or to direct the disposition of
106,032(5) |
|
Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following o. |
|
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
|
Not applicable. |
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control Person
|
|
Not applicable. |
|
Item 8. |
Identification and Classification of Members of the Group |
|
Not applicable. |
|
Item 9. |
Notice of Dissolution of Group |
|
Not applicable. |
|
|
Item 10. |
Certification |
|
Not applicable. |
| (4) | Includes 16,328 shares held by Mr. Juran as trustee of decendant’s separate trust under trust agreement dated September 17,
2018. Includes 121,301 shares of common stock held by Mr. Juran as trustee of marital trust 2 under a trust agreement dated September 17,
2018. Includes 20,000 shares of common stock held by Mr. Juran as trustee of marital trust 1 under a trust agreement dated September 17,2018. |
| (5) | Includes 86,775 shares held by Mr. Juran as co-trustee of a marital trust dated June 18, 2002 and includes 10,725 shares
held by Mr. Juran as co-trustee of a residuary trust dated June 18, 2002. Includes 8,532 shares held in a revocable trust dated
January 31, 2014 for which Mr. Juran is the attorney-in-fact for the trustee of the trust and Mr. Juran may possess voting
power and investment power with respect to the shares of common stock under the trust. |
| (6) | Based on 27,748,965 shares of common stock outstanding as of December 31, 2023, as reflected in the Issuer’s Form 8-K
dated January 24, 2024, as filed by the Issuer with the U.S. Securities and Exchange Commission on January 24, 2024. |
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
February 9, 2024 |
|
Date |
|
/S/ Ben Klocke |
|
Signature |
|
|
|
Ben Klocke, attorney-in-fact for David B. Juran** |
|
Name/Title |
** Duly authorized under Power of Attorney incorporated herein by reference
to the exhibit to the Schedule 13G filed by David B. Juran on February 5, 2021.
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