Bandwidth Inc. — Director's Dealing 2019

Jul 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2019-06-30

Reporting Person: Bailey Brian D. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-30	Class A Common Stock	M	454	$0.00	Acquired	9183	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-30	Restricted Stock Units	$	M	454	Disposed		Class A Common Stock (454)	Indirect

Footnotes

F1: Following the transactions reported herein, consists of (i) 1,517 shares of Class A Common Stock held by Carmichael Investment Partners, LLC ("CIP"), (ii) 908 shares of Class A Common Stock held by Carmichael Investment Partners II, LLC ("CIP II"), (iii) 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") and (iv) 6,150 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 benefit with respect to 4,575 shares held by Mr. Bailey.

F3: 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. The Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

F4: On January 2, 2019, the Reporting Person was granted 1,815 Restricted Stock Units which vest in four equal quarterly installments beginning beginning on March 31, 2019.

F5: Represents Restricted Stock Units 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 benefits of such Restricted Stock Units.