Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Bartolo Anthony
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2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [BAND]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Operating Officer /
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(Last)
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(First)
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(Middle)
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C/O BANDWIDTH INC. , 2230 BANDMATE WAY
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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RALEIGH
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NC
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27607
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Bartolo Anthony
C/O BANDWIDTH INC.
2230 BANDMATE WAY
RALEIGH, NC27607
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Chief Operating Officer
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Signatures
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/s/ Leah Webb, Attorney-in-Fact for Anthony F. Bartolo
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2024-07-03
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Bandwidth Inc. (the "Company") Class A Common Stock.
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(2)
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On March 21, 2022, the Reporting Person was granted 104,384 RSUs, one fourth of which vested on the first and second anniversary of the date of grant and 26,096 of the remaining RSUs vested on July 1, 2024. Following the Reporting Person's last day of employment with the Company on July 1, 2024, the remaining 26,096 unvested RSUs were forfeited.
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(3)
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On November 28, 2022, the Reporting Person was granted 36,171 RSUs, one third of which vested on the first anniversary of the date of grant, 3,014 RSUs vested on each of February 28, 2024 and May 28, 2024, and 9,043 of the remaining RSUs vested on July 1, 2024. Following the Reporting Person's last day of employment with the Company on July 1, 2024, the remaining 9,043 unvested RSUs were forfeited.
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(4)
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On November 28, 2023, the Reporting Person was granted 65,978 RSUs, 27,491 RSUs vested on July 1, 2024. Following the Reporting Person's last day of employment with the Company on July 1, 2024, the remaining 38,487 unvested RSUs were forfeited.
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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.
