Bandwidth Inc. — Director's Dealing 2020

Jul 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2020-06-30

Reporting Person: Ross Kade (Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-30	Class A Common Stock	M	741	—	Acquired	6332	Direct
2020-06-30	Class A Common Stock	F	220	$127	Disposed	6112	Direct
2020-07-01	Class A Common Stock	S	17	$127.9118	Disposed	6095	Direct
2020-07-01	Class A Common Stock	S	35	$128.778	Disposed	6060	Direct
2020-07-01	Class A Common Stock	S	178	$130.1298	Disposed	5882	Direct
2020-07-01	Class A Common Stock	S	266	$130.8213	Disposed	5616	Direct
2020-07-01	Class A Common Stock	S	4	$131.5025	Disposed	5612	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-30	Restricted Stock Units	$	M	741	Disposed		Class A Common Stock (741.0)	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 $127.21 to $128.20. 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 $128.23 to $129.07. 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 $129.44 to $130.44. 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.45 to $131.40. 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.47 to $131.53. 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: Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F8: On January 2, 2020, the Reporting Person was granted 5,931 Restricted Stock Units. One half of the Restricted Stock Units vest in four equal quarterly installments beginning on March 31, 2020. The remaining Restricted Stock Units vest in three equal annual installments beginning on January 2, 2022.