Bandwidth Inc. — Director's Dealing 2018

Nov 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2017-11-14

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)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-14	Class A Common Stock	P	1575	$20.00	Acquired	3529	Indirect
2018-10-01	Class A Common Stock	C	301714	$0.00	Acquired	1496583	Indirect
2018-11-01	Class A Common Stock	J	1190408	$0.00	Disposed	306175	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-01	Class B Common Stock	$	C	301714	Disposed		Class A Common Stock (301714)	Indirect

Footnotes

F1: Represents 1,575 shares of Class A Common Stock held directly by Kevin J. Martin and 1,954 shares of Class A Common Stock held directly by Brian D. Bailey. Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefit withrespect to 379 shares held directly by Mr. Bailey.

F2: Following the transactions reported herein, includes of 1,517 shares of Class A Common Stock held by Carmichael Investment Partners, LLC ("CIP"), 908 shares of Class A Common Stock held by Carmichael Investment Partners II, LLC ("CIP II"), 608 shares of Class A Common Stock held by Carmichael Investment Partners III, LLC ("CIP III" and, together with CIP and CIP II, the "Carmichael Entities"), 297,147 shares of Class A Common Stock held directly by Carmichael Bandwidth, LLC as a result of the distribution from the Carmichael Entities, 4,420 shares of Class A Common Stock held directly by Brian D. Bailey and 1,575 shares of Class A Common Stock held directly by Kevin J. Martin.

F3: Pursuant to an agreement between Mr. Bailey and Carmichael Partners, LLC, Carmichael Partners, LLC is entitled to all economic benefit with respect to 2,845 shares held by Mr. Bailey.

F4: 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 or their pecuniary interest therein.

F5: Represents a pro rata distribution in-kind by each of CIP, CIP II and CIP III to their members for no consideration.

F6: The shares of Class B common stock are convertible into Class A common stock on a 1-to-1 basis at the option of the holder and have no expiration date.

F7: Consists of 8,750 shares of Class B common stock held by Carmichael Partners LLC.