Bandwidth Inc. — Director's Dealing 2018

Jun 29, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2018-06-28

Reporting Person: BOWEN JAMES A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-28	Class B Common Stock	J	369171	—	Disposed	178573	Indirect
2018-06-28	Class A Common Stock	J	13113	—	Acquired	13113	Direct
2018-06-28	Class A Common Stock	J	24088	—	Acquired	24088	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	1101356	Direct

Footnotes

F1: The shares of Class B Common Stock of the Issuer are automatically converted into shares of Class A Common Stock of the Issuer on a one-for-one basis upon any transfer or disposition of the Class B Common Stock or at any time at the option of the holder of such Class B Common Stock, according to information included by the Issuer in its Proxy Statement dated April 6, 2018.

F2: Represents distributions of such shares of Class B Common Stock of the Issuer on a percentage ownership basis to the members of FT Bandwidth Ventures, LLC and FT Bandwidth Ventures II, LLC, respectively. The reporting person is an officer of the manager of each of such entities. The reporting person disclaims beneficial ownership of the securities distributed by such entities except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes. Upon the distribution of the shares of Class B Common Stock of the Issuer as reported herein, such shares of Class B Common Stock of the Issuer were automatically converted into shares of Class A Common Stock of the Issuer on a one-for-one basis, according to information included by the Issuer in its Proxy Statement dated April 6, 2018.

F3: The securities shown as beneficially owned following the reported transaction are held through First Capital Partners LLC ("FTCP"). The reporting person is an officer of the manager of FTCP. The reporting person disclaims beneficial ownership of the securities owned by such entities except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes.

F4: These shares were previously reported as shares of Class B Common Stock indirectly owned by the reporting person. However, the reporting person's spouse received shares of Class A Common Stock in the distributions discussed in footnote 2 above. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes.

F5: The securities shown as beneficially owned following the reported transaction are held through FT Bandwidth Ventures LLC and FT Bandwidth Ventures II, LLC, which continue to hold the aggregate of the fractional shares of Class A Common Stock which could not be distributed to the members thereof, and through FTCP, which received shares of Class A Common Stock in the distributions discussed in footnote 2 above. The reporting person is an officer of the manager of each of such entities. The reporting person disclaims beneficial ownership of the securities owned by such entities except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes.