SEC Form 4 · accession 0000899243-18-015753
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
Jun 6, 2018
Accepted (ET)
Jun 8, 2018 · 4:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001514416
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F5 | Jun 6, 2018 | C | 1,781,874 | $0.00 | A | 1,784,650 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF4,F5,F3 | — | Jun 6, 2018 | C | 1,781,874 | D | — | — | Class A Common Stock | 1,781,874 | 310,464 | I |
Explanation of responses
- F1Consists of 1,781,874 shares of Class A Common Stock held by Carmichael Investment Partners LLC ("CIP") and 2,776 shares of Class A Common Stock held directly by Brian D. Bailey.
- F2Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefits of the shares held by Mr. Bailey.
- 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) 178,572 shares of Class B common stock held by Carmichael Investment Partners II, LLC ("CIP II"), (ii) 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 (iii) 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.