SEC Comment Letter for Bridgewater Bancshares Inc (BWB, BWBBP) (CIK 0001341317) (BWB) — Mar 8, 2018
Bridgewater Bancshares Inc (BWB, BWBBP) (CIK 0001341317)
Date: March 8, 2018 · CIK: 0001341317 · Accession: 0000000000-18-007316
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-223079
Letter
Mail Stop 4720 March 8, 2018 Jerry Baack President and Chief Executive Officer Bridgewater Bancshares, Inc. 3800 American Boulevard West, Suite 100 Bloomington, MN 55431
Re: Bridgewater Bancshares, Inc. Registration Statement on Form S -1 Filed March 5, 2018 File No. 333-223079
Dear Mr. Baack :
We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or d o not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Description of Capital Stock
Sole and Exclusive Forum, page 127
1. We note your disclosure that your bylaws include a provision naming the state or federal courts in Hennepin County, Minnesota as the sole and exclusive forum for the described actions. Please:
Expand your disclosure to state that such a provision may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers or other employees;
Disclose whether shareholders appro ved this provision and, if so, when; and
Jerry Baack Bridgewater Bancshares, Inc. March 8, 2018 Page 2
Add a separately captioned risk factor addressing the impact of your exclusive forum provision on investors.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for accel eration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact William Schroeder at (202) 551 -3294 or Michael Volley at (202) 551 - 3437 if you have questions reg arding comments on the financial statements and related matters. Please contact David Gessert at (202) 551 -2326 or me at (202) 551 -3434 with any other questions.
Sincerely,
/s/ Michael Clampitt
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Mail Stop 4720 March 8, 2018 Jerry Baack President and Chief Executive Officer Bridgewater Bancshares, Inc. 3800 American Boulevard West, Suite 100 Bloomington, MN 55431 Re: Bridgewater Bancshares, Inc. Registration Statement on Form S -1 Filed March 5, 2018 File No. 333-223079 Dear Mr. Baack : We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or d o not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Description of Capital Stock Sole and Exclusive Forum, page 127 1. We note your disclosure that your bylaws include a provision naming the state or federal courts in Hennepin County, Minnesota as the sole and exclusive forum for the described actions. Please: Expand your disclosure to state that such a provision may limit a shareholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers or other employees; Disclose whether shareholders appro ved this provision and, if so, when; and Jerry Baack Bridgewater Bancshares, Inc. March 8, 2018 Page 2 Add a separately captioned risk factor addressing the impact of your exclusive forum provision on investors. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for accel eration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact William Schroeder at (202) 551 -3294 or Michael Volley at (202) 551 - 3437 if you have questions reg arding comments on the financial statements and related matters. Please contact David Gessert at (202) 551 -2326 or me at (202) 551 -3434 with any other questions. Sincerely, /s/ Michael Clampitt Michael Clampitt Senior Counsel Office of Financial Services cc: Joseph Cei thaml, Esq.