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: Hoffman Jeffrey A. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-31	Class A Common Stock	M	1224	—	Acquired	8787	Direct
2021-01-02	Class A Common Stock	M	3602	—	Acquired	12389	Direct
2021-01-04	Class A Common Stock	S	358	$156.4831	Disposed	12031	Direct
2021-01-05	Class A Common Stock	S	444	$155.4498	Disposed	11587	Direct
2021-01-05	Class A Common Stock	S	235	$156.6084	Disposed	11352	Direct
2021-01-05	Class A Common Stock	S	235	$157.9137	Disposed	11117	Direct
2021-01-05	Class A Common Stock	S	188	$158.878	Disposed	10929	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-31	Restricted Stock Units	$	M	1224	Disposed		Class A Common Stock (1224.0)	Direct
2021-01-02	Restricted Stock Units	$	M	1942	Disposed		Class A Common Stock (1942.0)	Direct
2021-01-02	Restricted Stock Units	$	M	729	Disposed		Class A Common Stock (729.0)	Direct
2021-01-02	Restricted Stock Units	$	M	931	Disposed		Class A Common Stock (931.0)	Direct
2021-01-02	Restricted Stock Units	$	A	4216	Acquired		Class A Common Stock (4216.0)	Direct
2021-01-02	Restricted Stock Units	$	A	1602	Acquired		Class A Common Stock (1602.0)	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 $155.01 to $155.73. 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 $156.02 to $157.00. 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 $157.55 to $158.13. 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 $158.70 to $159.23. 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: Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

F7: On January 2, 2020, the Reporting Person was granted 9,794 Restricted Stock Units. One half of the Restricted Stock Units vest in four equal quarterly installments beginning on March 31, 2020. The remaining Restricted Stock Units vest in three equal annual installments beginning on January 2, 2022.

F8: On January 2, 2019, the Reporting Person was granted 11,654 Restricted Stock Units. One half of the Restricted Stock Units vest in four equal quarterly installments beginning on March 31, 2019. The remaining Restricted Stock Units vest in three equal annual installments beginning on January 2, 2020.

F9: On January 2, 2019, the Reporting Person was granted 2,913 Restricted Stock Units, which vest in four equal annual installments beginning on January 2, 2020.

F10: On January 2, 2020, the Reporting Person was granted 3,722 Restricted Stock Units, which vest in four equal annual installments beginning on January 2, 2021.

F11: 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.

F12: On January 2, 2021, the Reporting Person was granted 1,602 Restricted Stock Units, which vest in four equal annual installments beginning on January 2, 2022.