Bandwidth Inc. — Director's Dealing 2017

Nov 10, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2017-11-09

Reporting Person: Carmichael Bandwidth LLC (10% Owner)
Reporting Person: Bailey Brian D. (Director, 10% Owner)
Reporting Person: Martin Kevin J (10% Owner)
Reporting Person: Carmichael Partners LLC (10% Owner)
Reporting Person: Carmichael Investment Partners, LLC (10% Owner)
Reporting Person: Carmichael Investment Partners II, LLC (10% Owner)
Reporting Person: Carmichael Investment Partners III, LLC (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock option (right to buy)	$5.80	2020-08-20	Class A Common Stock (31250)		Indirect
Class B Common Stock	$		Class A Common Stock (2090311)		Indirect
Warrants	$6.57	2018-01-19	Class B Common Stock (2027)		Indirect

Footnotes

F1: The stock option is currently exercisable.

F2: Represents a stock option held directly by Kevin J. Martin. Pursuant to an agreement between Mr. Martin and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefits of such stock option.

F3: The shares of Class B common stock are convertible in to Class A common stock on a 1-to-1 basis at the option of the holder and have no expiration date.

F4: Consists of (i) 1,779,847 shares of Class B common stock held by Carmichael Investment Partners LLC ("CIP"), (ii) 178,572 shares of Class B common stock held by Carmichael Investment Partners II, LLC ("CIP II"), (iii) 123,142 shares of Class B common stock held by Carmichael Investment Partners III, LLC ("CIP III" and, together with CIP and CIP II, the "Carmichael Entities") and (iv) 8,750 shares of Class B common stock held by Carmichael Partners LLC.

F5: Carmichael Bandwidth LLC is the managing member of each of the Carmichael Entities. Brian D. Bailey and Kevin J. Martin are the managing partners of Carmichael Bandwidth LLC and Carmichael Partners LLC and share voting and dispositive power with respect to the shares held by the Carmichael Entities and Carmichael Partners LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

F6: The warrants are currently exercisable.

F7: Consists of 2,027 warrants held by Carmichael Investment Partners LLC.