Bandwidth Inc. — Director's Dealing 2019

Mar 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2019-03-12

Reporting Person: Murdock John C. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-12	Class A Common Stock	C	34505	$0.00	Acquired	55860	Direct
2019-03-13	Class A Common Stock	S	12390	$65.937	Disposed	43470	Direct
2019-03-13	Class A Common Stock	S	900	$66.9133	Disposed	42570	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-12	Stock Option (right to buy)	$5.80	X	34505	Disposed	2020-11-10	Class B Common Stock (34505)	Direct
2019-03-12	Class B Common Stock	$	X	34505	Acquired		Class A Common Stock (34505)	Direct
2019-03-12	Class B Common Stock	$	C	34505	Disposed		Class A Common Stock (34505)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (52409)	52409	Indirect

Footnotes

F1: In accordance with the terms of the lock-up letter agreement (the "Lock-Up Agreement") executed by the reporting person on March 11, 2019, certain of the
Class A shares acquired in connection with the exercise of the option disclosed herein remain subject to transfer restrictions as described in the Lock-Up
Agreement.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.42 to $66.33. 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 $66.70 to $67.12. 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: The stock option is currently exercisable.

F5: The reporting person acquired the option to purchase 34,505 shares of Class B common stock from David Morken as partial consideration for the reporting person's entry into a commercial agreement with Mr. Morken.

F6: 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.