Bandwidth Inc. — Director's Dealing 2019

Jan 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2018-12-31

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
2018-12-31	Class A Common Stock	M	822	$0.00	Acquired	306997	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-31	Restricted Stock Units	$	M	822	Disposed		Class A Common Stock (822)	Indirect

Footnotes

F1: 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) 297,147 shares of Class A Common Stock held directly by Carmichael Bandwidth, LLC, (v) 5,242 shares of Class A Common Stock held directly by Brian D. Bailey and (vi) 1,575 shares of Class A Common Stock held directly by Kevin J. Martin.

F2: Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefit with respect to 2,845 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its or their pecuniary interest therein.

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.