Bandwidth Inc. — Major Shareholding Notification 2019

Feb 12, 2019

SC 13G/A 1 d691107dsc13ga.htm SC 13G/A SC 13G/A

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Bandwidth Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

05988J103

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 05988J103 Schedule 13G Page 1 of 13

| 1 | Names of
Reporting Persons Carmichael Investment Partners, LLC |
| --- | --- |
| 2 | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☐ |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of
Organization Delaware |

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 1,517
7	Sole Dispositive Power 0
8	Shared Dispositive Power 1,517

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,517
10	Check if the Aggregate Amount in Row
(9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount
in Row 9 Less than 0.1%
12	Type of Reporting Person OO (Delaware limited liability company)

CUSIP No. 05988J103 Schedule 13G Page 2 of 13

| 1 | Names of
Reporting Persons Carmichael Investment Partners II, LLC |
| --- | --- |
| 2 | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☐ |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of
Organization Delaware |

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 908
7	Sole Dispositive Power 0
8	Shared Dispositive Power 908

9	Aggregate Amount Beneficially Owned by Each Reporting Person 908
10	Check if the Aggregate Amount in Row
(9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount
in Row 9 Less than 0.1%
12	Type of Reporting Person OO (Delaware limited liability company)

CUSIP No. 05988J103 Schedule 13G Page 3 of 13

| 1 | Names of
Reporting Persons Carmichael Investment Partners III, LLC |
| --- | --- |
| 2 | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☐ |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of
Organization Delaware |

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 608
7	Sole Dispositive Power 0
8	Shared Dispositive Power 608

9	Aggregate Amount Beneficially Owned by Each Reporting Person 608
10	Check if the Aggregate Amount in Row
(9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount
in Row 9 Less than 0.1%
12	Type of Reporting Person OO (Delaware limited liability company)

CUSIP No. 05988J103 Schedule 13G Page 4 of 13

| 1 | Names of
Reporting Persons Carmichael Partners LLC |
| --- | --- |
| 2 | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☐ |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of
Organization North
Carolina |

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 0
6	Shared Voting Power 8,750
7	Sole Dispositive Power 0
8	Shared Dispositive Power 8,750

9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,750
10	Check if the Aggregate Amount in Row
(9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount
in Row 9 0.1%
12	Type of Reporting Person OO (Delaware limited liability company)

CUSIP No. 05988J103 Schedule 13G Page 5 of 13

| 1 | Names of
Reporting Persons Carmichael Bandwidth LLC |
| --- | --- |
| 2 | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☐ |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of
Organization North
Carolina |

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 297,147
6	Shared Voting Power 3,033
7	Sole Dispositive Power 297,147
8	Shared Dispositive Power 3,033

9	Aggregate Amount Beneficially Owned by Each Reporting Person 300,180
10	Check if the Aggregate Amount in Row
(9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount
in Row 9 2.3%
12	Type of Reporting Person OO (Delaware limited liability company)

CUSIP No. 05988J103 Schedule 13G Page 6 of 13

| 1 | Names of
Reporting Persons Brian D. Bailey |
| --- | --- |
| 2 | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☐ |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of
Organization United
States |

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 5,242
6	Shared Voting Power 308,930
7	Sole Dispositive Power 5,242
8	Shared Dispositive Power 308,930

9	Aggregate Amount Beneficially Owned by Each Reporting Person 314,172
10	Check if the Aggregate Amount in Row
(9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount
in Row 9 2.4%
12	Type of Reporting Person IN

CUSIP No. 05988J103 Schedule 13G Page 7 of 13

| 1 | Names of
Reporting Persons Kevin J. Martin |
| --- | --- |
| 2 | Check the Appropriate Box if a Member
of a Group (a) ☐ (b) ☐ |
| 3 | SEC Use Only |
| 4 | Citizenship or Place of
Organization United
States |

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power 1,575
6	Shared Voting Power 308,930
7	Sole Dispositive Power 1,575
8	Shared Dispositive Power 308,930

9	Aggregate Amount Beneficially Owned by Each Reporting Person 310,505
10	Check if the Aggregate Amount in Row
(9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount
in Row 9 2.4%
12	Type of Reporting Person IN

CUSIP No. 05988J103 Schedule 13G Page 8 of 13

ITEM 1. (a) Name of Issuer:

Bandwidth Inc. (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

900 Main Campus Drive, Raleigh, NC 27606.

ITEM 2. (a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Carmichael Investment Partners, LLC (“CIP”)

Carmichael Investment Partners II, LLC (“CIP II”)

Carmichael Investment Partners III, LLC (“CIP III”)

Carmichael Partners LLC (“CP”)

Carmichael Bandwidth LLC (“CB”)

Brian D. Bailey

Kevin J. Martin

(b) Address or Principal Business Office:

The business address of each of the Reporting Persons is c/o Carmichael Investment Partners, LLC, 4725 Piedmont Row Dr., Suite 210, Charlotte, NC 28210.

(c) Citizenship of each Reporting Person is:

Each of CIP, CIP II, and CIP III are organized in the State of Delaware. CP and CB are organized in the State of North Carolina. Brian D. Bailey and Kevin J. Martin are citizens of the United States.

(d) Title of Class of Securities:

Class A Common Stock, par value $0.001 per share, (“Class A Common Stock”).

(e) CUSIP Number:

05988J103

ITEM 3.

Not applicable.

CUSIP No. 05988J103 Schedule 13G Page 9 of 13

ITEM 4. Ownership.

The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2018, based upon 12,898,762 shares of Class A Common Stock outstanding as of December 14, 2018 and assumes the conversion of the Class B Common Stock, par value $0.001 per share (“Class B Common Stock”) of the Issuer held by the Reporting Persons into shares of Class A Common Stock of the Issuer on a one-to-one basis.

Reporting Person — Carmichael Investment Partners, LLC	1,517	*	0	1,517	0	1,517
Carmichael Investment Partners II, LLC	908	*	0	908	0	908
Carmichael Investment Partners III, LLC	608	*	0	608	0	608
Carmichael Partners LLC	8,750	0.1 %	0	8,750	0	8,750
Carmichael Bandwidth LLC	300,180	2.3 %	297,147	3,033	297,147	3,033
Brian D. Bailey	314,172	2.4 %	5,242	308,930	5,242	308,930
Kevin J. Martin	310,505	2.4 %	1,575	308,930	1,575	308,930

• Less than 0.1%

CIP is the record holder of 1,517 shares of Class A Common Stock. CIP II is the record holder of 908 shares of Class A Common Stock. CIP III is the record holder of 608 shares of Class A Common Stock. CP is the record holder of 8,750 shares of Class B Common Stock and CB is the record holder of 297,147 shares of Class A Common Stock. CB is the managing member of each of CIP, CIP II and CIP III and may be deemed to share beneficial ownership of the securities held of record by CIP, CIP II, and CIP III. Brian D. Bailey and Kevin J. Martin are the managing partners of CB and CP and may be deemed to share beneficial ownership of the securities beneficially owned by CB and CP.

Mr. Bailey is also the record holder of 5,242 shares of Class A Common Stock and Mr. Martin is the record holder of 1,575 shares of Class A Common Stock.

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

CUSIP No. 05988J103 Schedule 13G Page 10 of 13

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

Not applicable.

CUSIP No. 05988J103 Schedule 13G Page 11 of 13

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date : February 12, 2019

Carmichael Investment Partners, LLC
By: Carmichael Bandwidth LLC, its managing member
By:	/s/ Brian D. Bailey
Name:	Brian D. Bailey
Title:	Managing Partner
Carmichael Investment Partners II, LLC
By: Carmichael Bandwidth LLC, its managing member
By:	/s/ Brian D. Bailey
Name:	Brian D. Bailey
Title:	Managing Partner
Carmichael Investment Partners III, LLC
By: Carmichael Bandwidth LLC, its managing member
By:	/s/ Brian D. Bailey
Name:	Brian D. Bailey
Title:	Managing Partner
Carmichael Partners LLC
By:	/s/ Brian D. Bailey
Name:	Brian D. Bailey
Title:	Managing Partner
Carmichael Bandwidth LLC
By:	/s/ Brian D. Bailey
Name:	Brian D. Bailey
Title:	Managing Partner

CUSIP No. 05988J103 Schedule 13G Page 12 of 13

Brian D. Bailey
By:	/s/ Brian D. Bailey
Kevin J. Martin
By:	/s/ Kevin J. Martin

CUSIP No. 05988J103 Schedule 13G Page 13 of 13

LIST OF EXHIBITS

Exhibit No.	Description
99	Joint Filing Agreement (incorporated by reference to the Schedule 13G filed by the Reporting Persons on February 13, 2018).