SEC Form 4 · accession 0000899243-18-000171
Bandwidth Inc. · BAND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Carmichael Investment Partners, LLC
10% Owner
Kevin J Martin
10% Owner
Brian D. Bailey
Director · 10% Owner
Carmichael Bandwidth LLC
10% Owner
Carmichael Partners LLC
10% Owner
Period of report
Dec 29, 2017
Accepted (ET)
Jan 3, 2018 · 8:01 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001514416
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2,F5,F1 | $6.57 | Dec 29, 2017 | X | 2,027 | D | — | Jan 19, 2018 | Class B Common Stock | 2,027 | 0 | I |
| Class B Common StockF4,F5,F3 | — | Dec 29, 2017 | X | 2,027 | A | — | — | Class A Common Stock | 2,027 | 2,092,338 | I |
Explanation of responses
- F1The warrants are currently exercisable.
- F2Consists of 2,027 warrants held by Carmichael Investment Partners LLC ("CIP").
- F3The shares of Class B common stock are convertible in to Class A common stock on a 1-to-1 basis at the option of the holder and have no expiration date.
- F4Consists of (i) 1,781,874 shares of Class B common stock held by CIP, (ii) 178,572 shares of Class B common stock held by Carmichael Investment Partners II, LLC ("CIP II"), (iii) 123,142 shares of Class B common stock held by Carmichael Investment Partners III, LLC ("CIP III" and, together with CIP and CIP II, the "Carmichael Entities") and (iv) 8,750 shares of Class B common stock held by Carmichael Partners LLC.
- F5Carmichael 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.