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Bandwidth Inc. — Director's Dealing 2024
May 30, 2024
32780_dirs_2024-05-30_60fc8055-8b1f-4dae-a5e2-e40f1efe0dd8.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Bandwidth Inc. (BAND)
CIK: 0001514416
Period of Report: 2024-05-28
Reporting Person: Bailey Brian D. (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-05-28 | Class A Common Stock | M | 3928 | — | Acquired | 52503 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-05-28 | Restricted Stock Units | $ | M | 3928 | Disposed | Class A Common Stock (3928) | Direct |
Footnotes
F1: Carmichael Bandwidth LLC is the managing member of each of the Carmichael Entities (as defined below in footnote 2). Brian D. Bailey and Kevin J. Martin are the managing partners of Carmichael Bandwidth LLC and Carmichael Partners LLC and share voting and dispositive power with respect to the shares held by the Carmichael Entities (as defined below in footnote 2) and Carmichael Partners LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
F2: Following the transactions reported herein, consists of (i) 1,517 shares of Class A Common Stock held by Carmichael Investment Partners, LLC; (ii) 8,750 shares of Class A Common Stock held by Carmichael Partners, LLC ("CP"); (iii) 908 shares of Class A Common Stock held by Carmichael Investment Partners II, LLC ("CIP II"); (iii) 608 shares of Class A Common Stock held by Carmichael Investment Partners III, LLC ("CIP III" and, together with CP and CIP II, the "Carmichael Entities") and (iv) 40,720 shares of Class A Common Stock held of record by Brian D. Bailey.
F3: Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefit with respect to 7,234 shares held by Mr. Bailey.
F4: Each Restricted Stock Unit represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock.
F5: On November 28, 2023, the Reporting Person was granted 15,709 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2024.