Bandwidth Inc. — Director's Dealing 2021

Apr 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2021-03-31

Reporting Person: Hoffman Jeffrey A. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-31	Class A Common Stock	M	527	—	Acquired	14616	Direct
2021-03-31	Class A Common Stock	F	236	$126.74	Disposed	14380	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-31	Restricted Stock Units	$	M	527	Disposed		Class A Common Stock (527.0)	Direct

Footnotes

F1: This filing relates to the occurrence of a RSU vesting event and associated withholding of shares by the Company to cover the Reporting Person's tax obligations. The shares of Class A Common Stock reported herein remain subject to a lock-up agreement with the initial purchasers of $250 million principal amount of 0.50% convertible senior notes due 2028.

F2: Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F3: On January 2, 2021, the Reporting Person was granted 4,216 Restricted Stock Units, half of which vest in four equal quarterly installments beginning on March 31, 2021, and the remainder vest in three equal annual installments beginning on January 2, 2023.