Bandwidth Inc. — Director's Dealing 2019

Feb 26, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2019-02-22

Reporting Person: Bailey Brian D. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-22	Class A Common Stock	S	1900	$53.3469	Disposed	303522	Indirect
2019-02-22	Class A Common Stock	S	100	$54.25	Disposed	303422	Indirect
2019-02-25	Class A Common Stock	S	1400	$53.1634	Disposed	302022	Indirect
2019-02-25	Class A Common Stock	S	600	$54.2657	Disposed	301422	Indirect

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 $53.00 to $53.91. 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: 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"), (iv) 293,147 shares of Class A Common Stock held directly by Carmichael Bandwidth, LLC and (v) 5,242 shares of Class A Common Stock held directly by Brian D. Bailey.

F4: Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefit with respect to 3,667 shares held by Mr. Bailey.

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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.57. 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.05 to $54.50. 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.