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: Ross Kade (Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-31	Class A Common Stock	M	741	—	Acquired	4875	Direct
2021-01-02	Class A Common Stock	M	1129	—	Acquired	6004	Direct
2021-01-04	Class A Common Stock	F	604	$153.67	Disposed	5400	Direct
2021-01-04	Class A Common Stock	S	14	$153.7957	Disposed	5386	Direct
2021-01-04	Class A Common Stock	S	8	$154.4338	Disposed	5378	Direct
2021-01-04	Class A Common Stock	S	7	$156.3329	Disposed	5371	Direct
2021-01-04	Class A Common Stock	S	104	$157.6696	Disposed	5267	Direct
2021-01-04	Class A Common Stock	S	270	$158.2871	Disposed	4997	Direct
2021-01-04	Class A Common Stock	S	83	$159.4405	Disposed	4914	Direct
2021-01-04	Class A Common Stock	S	14	$160.3021	Disposed	4900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-31	Restricted Stock Units	$	M	741	Disposed		Class A Common Stock (741.0)	Direct
2021-01-02	Restricted Stock Units	$	M	1129	Disposed		Class A Common Stock (1129.0)	Direct
2021-01-02	Restricted Stock Units	$	A	2553	Acquired		Class A Common Stock (2553.0)	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 $153.29 to $154.02. 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 $154.37 to $154.53. 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $155.91 to $156.85. 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 $156.98 to $157.95. 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 $157.99 to $158.98. 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 $159.00 to $159.99. 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 $160.08 to $160.66. 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: Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F10: On January 2, 2020, the Reporting Person was granted 5,931 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.

F11: On January 2, 2019, the Reporting Person was granted 6,776 Restricted Stock Units, half of which are vested, and the remainder vest in three equal annual installments beginning on January 2, 2021.

F12: On January 2, 2021, the Reporting Person was granted 2,553 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.