Bandwidth Inc. — Director's Dealing 2020

Oct 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2020-09-30

Reporting Person: Bottorff Rebecca (Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-30	Class A Common Stock	M	856	—	Acquired	7045	Direct
2020-10-01	Class A Common Stock	S	340	$174.5379	Disposed	6705	Direct
2020-10-01	Class A Common Stock	S	356	$175.5932	Disposed	6349	Direct
2020-10-01	Class A Common Stock	S	160	$176.6388	Disposed	6189	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-30	Restricted Stock Units	$	M	856	Disposed		Class A Common Stock (856.0)	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 $174.08 to $175.035. 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 $175.16 to $176.07. 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $176.32 to $176.935. 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.

F5: Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F6: On January 2, 2020, the Reporting Person was granted 6,845 Restricted Stock Units which vest as to half the shares in four quarterly installments in the first year, beginning on March 31, 2020, and as to the remainder of shares in three equal annual installments beginning on January 2, 2022.