Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-19-008528
Date:2019-03-18
Issuer: BANDWIDTH INC. (BAND)
Original Submission Date:

Reporting Person:

BAILEY BRIAN D.
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DR, STE 210 CHARLOTTE, NC 28210

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-03-18 S 7,763 d $67.46 206,841 indirect f3,f4,f5
CLASS A COMMON STOCK 2019-03-18 S 2,037 d $68.46 204,804 indirect f3,f4,f5
CLASS A COMMON STOCK 2019-03-18 S 200 d $69.42 204,604 indirect f3,f4,f5
CLASS A COMMON STOCK 2019-03-19 S 4,256 d $67.14 200,348 indirect f3,f4,f5
CLASS A COMMON STOCK 2019-03-19 S 5,044 d $68.04 195,304 indirect f3,f4,f5
CLASS A COMMON STOCK 2019-03-19 S 700 d $68.88 194,604 indirect f3,f4,f5
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
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 $67.06 to $67.87. 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 following the transactions reported herein, consists of (i) 1,517 shares of class a common stock held by carmichael investment partners, llc ("cip"), (ii) 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 cip and cip ii, the "carmichael entities"), (iv) 186,329 shares of class a common stock held directly by carmichael bandwidth, llc and (v) 5,242 shares of class a common stock held directly by brian d. bailey.
f4 pursuant to an agreement between mr. bailey and carmichael partners llc, carmichael partners llc is entitled to all economic benefit with respect to 3,667 shares held by mr. bailey.
f5 carmichael bandwidth llc is the managing member of each of the carmichael entities. 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 and carmichael partners llc. each of the reporting persons disclaims beneficial ownership of the securities reported herein except to the extent of its or their pecuniary interest therein.
f6 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $68.13 to $69.10. 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 $69.32to $69.52. 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 $ 66.64 to $67.61. 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 $67.64 to $68.41. 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 $68.71 to $69.02. 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.
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