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Bandwidth Inc. — Director's Dealing 2018
Jun 8, 2018
32780_dirs_2018-06-08_3c62c9b2-1a34-4202-9224-5fc5b1d7bc9b.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2018-06-06
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 |
|---|---|---|---|---|---|---|---|
| 2018-06-06 | Class A Common Stock | C | 1781874 | $0.00 | Acquired | 1784650 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2018-06-06 | Class B Common Stock | $ | C | 1781874 | Disposed | Class A Common Stock (1781874) | Indirect |
Footnotes
F1: Consists of 1,781,874 shares of Class A Common Stock held by Carmichael Investment Partners LLC ("CIP") and 2,776 shares of Class A Common Stock held directly by Brian D. Bailey.
F2: Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefits of the shares held by Mr. Bailey.
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) 178,572 shares of Class B common stock held by Carmichael Investment Partners II, LLC ("CIP II"), (ii) 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 (iii) 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 or their pecuniary interest therein.