Bandwidth Inc.

12/02/2024 | Press release | Distributed by Public on 12/02/2024 19:10

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Morken David A.
2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [BAND] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last) (First) (Middle)
C/O BANDWIDTH INC., 2230 BANDMATE WAY 		3. Date of Earliest Transaction (Month/Day/Year)
11/28/2024
(Street)
RALEIGH, NC 27607 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/28/2024 M 4,236 A $ 0 86,323 D
Class A Common Stock 11/28/2024 M 30,908 A $ 0 117,231 D
Class A Common Stock 11/29/2024 S(1) 60 D $22.015 117,171 D
Class A Common Stock 11/29/2024 S(1) 15,350 D $21.2571(2) 101,821 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (3) 11/28/2024 M 4,236 (4) (4) Class A Common Stock 4,236 $ 0 16,945 D
Restricted Stock Units (3) 11/28/2024 M 30,908 (5) (5) Class A Common Stock 30,908 $ 0 61,817 D
Restricted Stock Units (3) 11/28/2024 A 49,234 (6) (6) Class A Common Stock 49,234 $ 0 49,234 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morken David A.
C/O BANDWIDTH INC.
2230 BANDMATE WAY
RALEIGH, NC 27607 		X Chairman & CEO

Signatures

/s/ Leah Webb, Attorney-in-Fact for David A. Morken 12/02/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on November 28, 2024, pursuant to a Rule 10b5-1 instruction letter adopted by the Reporting Person on March 3, 2023 related solely to tax obligations associated with awards received in connection with Bandwidth Inc. (the "Company") equity compensation programs.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.87 to $21.78. 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.
(3) Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
(4) On November 28, 2022, the Reporting Person was granted 50,834 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2024.
(5) On November 28, 2023, the Reporting Person was granted 92,725 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares will vest in eight equal quarterly installments beginning on February 28, 2025.
(6) On November 28, 2024, the Reporting Person was granted 49,234 Restricted Stock Units, one third of which vest on the first anniversary of the date of grant and the remaining shares will vest in eight equal quarterly installments beginning on February 28, 2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.