Bandwidth Inc. — Director's Dealing 2018

May 9, 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	1954	Indirect
2018-03-31	Class A Common Stock	M	822	$0.00	Acquired	2776	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-31	Restricted Stock Units	$	M	822	Disposed		Class A Common Stock (822)	Indirect

Footnotes

F1: Represents 1,575 shares of Class A Common Stock held directly by Brian D. Bailey and 379 Restricted Stock Units 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 such Restricted Stock Units.

F3: Represents 1,201 Restricted Stock Units held directly by Brian D. Bailey.

F4: Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F5: On January 24, 2018, the Reporting Person was granted 3,288 Restricted Stock Units which vest in four equal quarterly installments beginning on March 31, 2018.

F6: Represents Restricted Stock Units held directly by Brian D. Bailey.