Bandwidth Inc. — Director's Dealing 2020

Apr 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2020-04-25

Reporting Person: Morken David A. (Director, Chairman & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-25	Class A Common Stock	M	2561	—	Acquired	4497	Direct
2020-04-28	Class A Common Stock	S	762	$79.8781	Disposed	3735	Direct
2020-04-28	Class A Common Stock	S	1299	$78.0264	Disposed	2436	Direct
2020-04-28	Class A Common Stock	S	500	$78.8281	Disposed	1936	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-25	Restricted Stock Units	$	M	2561	Disposed		Class A Common Stock (2561.0)	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 $77.39 to $78.28. 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 $78.55 to $79.20. 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: Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F5: On April 25, 2019, the Reporting Person was granted 10,245 Restricted Stock Units. The Restricted Stock Units vest in four equal annual installments beginning on April 25, 2020.