Bandwidth Inc. — Director's Dealing 2021

Jan 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2020-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-31	Class A Common Stock	M	1576	$0.00	Acquired	2403	Direct
2021-01-02	Class A Common Stock	M	7053	$0.00	Acquired	9456	Direct
2021-01-04	Class A Common Stock	S	465	$158.1507	Disposed	8991	Direct
2021-01-04	Class A Common Stock	C	38840	—	Acquired	47831	Direct
2021-01-04	Class A Common Stock	S	1690	$153.7925	Disposed	46141	Direct
2021-01-04	Class A Common Stock	S	2200	$154.5183	Disposed	43941	Direct
2021-01-04	Class A Common Stock	S	1000	$156.364	Disposed	42941	Direct
2021-01-04	Class A Common Stock	S	9660	$157.5218	Disposed	33281	Direct
2021-01-04	Class A Common Stock	S	15198	$158.2787	Disposed	18083	Direct
2021-01-04	Class A Common Stock	S	6186	$159.362	Disposed	11897	Direct
2021-01-04	Class A Common Stock	S	2906	$160.1679	Disposed	8991	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-31	Restricted Stock Units	$	M	1576	Disposed		Class A Common Stock (1576)	Direct
2021-01-02	Restricted Stock Units	$	M	4633	Disposed		Class A Common Stock (4633)	Direct
2021-01-02	Restricted Stock Units	$	M	2420	Disposed		Class A Common Stock (2420)	Direct
2021-01-02	Restricted Stock Units	$	A	6126	Acquired		Class A Common Stock (6126)	Direct
2021-01-02	Restricted Stock Units	$	A	10143	Acquired		Class A Common Stock (10143)	Direct
2021-01-04	Class B Common Stock	$	C	38840	Disposed		Class A Common Stock (38840)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

F2: The shares of Class B common stock are convertible in to Class A common stock on a 1-to-1 basis at the option of the holder and have no expiration date.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $153.11 to $153.88. 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $154.12 to $154.82. 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 $155.75 to $156.63. 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 $156.97 to $157.955. 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.97 to $158.91. 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $158.98 to $159.96. 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $159.98 to $160.53. 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.

F10: Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F11: On January 2, 2020, the Reporting Person was granted 12,613 Restricted Stock Units, half of which vest in four equal quarterly installments beginning on March 31, 2020, and the remainder vest in three equal annual installments beginning on January 2, 2022.

F12: On January 2, 2020, the Reporting Person was granted 18,530 Restricted Stock Units, which vest in four equal annual installments beginning on January 2, 2021.

F13: On January 2, 2019, the Reporting Person was granted 14,521 Restricted Stock Units, half of which vest in four equal quarterly installments beginning on March 31, 2019, and the remainder vest in three equal annual installments beginning on January 2, 2021.

F14: On January 2, 2021, the Reporting Person was granted 6,126 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.

F15: On January 2, 2021, the Reporting Person was granted 10,143 Restricted Stock Units, which vest in four equal annual installments beginning on January 2, 2022.