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: Hoffman Jeffrey A. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-30	Class A Common Stock	M	1457	$0.00	Acquired	5763	Direct
2019-07-02	Class A Common Stock	S	653	$74.0939	Disposed	5110	Direct
2019-07-02	Class A Common Stock	S	7	$75.6301	Disposed	5103	Direct
2019-07-02	Class A Common Stock	M	10000	$9.16	Acquired	15103	Direct
2019-07-02	Class A Common Stock	S	9660	$75.3266	Disposed	5443	Direct
2019-07-02	Class A Common Stock	S	340	$75.9841	Disposed	5103	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-30	Restricted Stock Units	$	M	1457	Disposed		Class A Common Stock (1457)	Direct
2019-07-02	Stock Option (right to buy)	$9.16	M	10000	Disposed	2024-06-03	Class A Common Stock (10000)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.95 to 75.91. The reporting person undertakes to provide Bandwidth Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.95 to 76.09. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

F5: On January 2, 2019, the Reporting Person was granted 11,654 Restricted Stock Units. One half of the Restricted Stock Units vest in four equal quarterly installments beginning on March 31, 2019. The remaining Restricted Stock Units vest in three equal annual installments beginning on January 2, 2020.

F6: The stock option is currently exercisable.