Bandwidth Inc. — Director's Dealing 2021

Feb 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2021-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-21	Class A Common Stock	M	6226	—	Acquired	7220	Direct
2021-02-22	Class A Common Stock	S	300	$171.1318	Disposed	6920	Direct
2021-02-22	Class A Common Stock	S	2304	$172.9916	Disposed	4616	Direct
2021-02-22	Class A Common Stock	S	1692	$173.5573	Disposed	2924	Direct
2021-02-22	Class A Common Stock	S	1228	$174.9757	Disposed	1696	Direct
2021-02-22	Class A Common Stock	S	702	$175.5238	Disposed	994	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-21	Restricted Stock Units	$	M	6226	Disposed		Class A Common Stock (6226.0)	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 $170.74 to $171.26. 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 $172.30 to $173.29. 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 $173.31 to $174.18. 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 $174.31 to $175.30. 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 $175.32 to $176.02. 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 February 21, 2018, the Reporting Person was granted 24,907 Restricted Stock Units which vest in four equal annual installments beginning on February 21, 2019.