Bandwidth Inc. — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2020-12-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-30	Class A Common Stock	C	47198	—	Acquired	48025	Direct
2020-12-30	Class A Common Stock	S	6646	$158.0519	Disposed	41379	Direct
2020-12-30	Class A Common Stock	S	4973	$159.1854	Disposed	36406	Direct
2020-12-30	Class A Common Stock	S	19929	$160.0775	Disposed	16477	Direct
2020-12-30	Class A Common Stock	S	12170	$160.8874	Disposed	4307	Direct
2020-12-30	Class A Common Stock	S	3380	$161.8821	Disposed	927	Direct
2020-12-30	Class A Common Stock	S	100	$162.55	Disposed	827	Direct
2020-12-31	Class A Common Stock	C	39591	—	Acquired	40418	Direct
2020-12-31	Class A Common Stock	S	1340	$152.89	Disposed	39078	Direct
2020-12-31	Class A Common Stock	S	11460	$153.6003	Disposed	27618	Direct
2020-12-31	Class A Common Stock	S	3341	$155.0664	Disposed	24277	Direct
2020-12-31	Class A Common Stock	S	9099	$155.7849	Disposed	15178	Direct
2020-12-31	Class A Common Stock	S	9827	$156.6437	Disposed	5351	Direct
2020-12-31	Class A Common Stock	S	3424	$157.8111	Disposed	1927	Direct
2020-12-31	Class A Common Stock	S	300	$158.6107	Disposed	1627	Direct
2020-12-31	Class A Common Stock	S	800	$160.8075	Disposed	827	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-30	Class B Common Stock	$	C	47198	Disposed		Class A Common Stock (47198)	Direct
2020-12-31	Class B Common Stock	$	C	39591	Disposed		Class A Common Stock (39591)	Direct

Footnotes

F1: 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.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.50 to $158.49. 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 $158.50 to $159.49. 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 $159.54 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.54 to $161.53. 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $161.54 to $162.52. 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 $152.25 to $153.11. 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 $153.25 to $154.13. 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $154.25 to $155.24. 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.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $155.25 to $156.23. 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.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.25 to $157.24. 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.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $157.25 to $158.055. 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.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $158.34 to $158.89. 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $160.53 to $161.00. 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.