SEC Form 4 · accession 0000899243-18-017415
Bandwidth Inc. · BAND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C. Murdock
Officer — President · Director · 10% Owner
Period of report
Jun 18, 2018
Accepted (ET)
Jun 20, 2018 · 5:46 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 Stock | Jun 18, 2018 | C | 12,181 | $0.00 | A | 12,181 | D | |
| Class A Common Stock | Jun 18, 2018 | S | 12,181 | $40.0244 | D | 0 | D | |
| Class A Common Stock | Jun 19, 2018 | C | 8,602 | $0.00 | A | 8,602 | D | |
| Class A Common StockF2 | Jun 19, 2018 | S | 8,602 | $40.0243 | D | 0 | D | |
| Class A Common Stock | Jun 20, 2018 | C | 26,528 | $0.00 | A | 26,528 | D | |
| Class A Common StockF3 | Jun 20, 2018 | S | 26,528 | $40.0304 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F4 | $5.80 | Jun 18, 2018 | M | 12,181 | D | — | Oct 1, 2018 | Class B Common Stock | 12,181 | 64,451 | D |
| Class B Common StockF5 | — | Jun 18, 2018 | M | 12,181 | A | — | — | Class A Common Stock | 12,181 | 104,563 | D |
| Class B Common StockF5 | — | Jun 18, 2018 | C | 12,181 | D | — | — | Class A Common Stock | 12,181 | 92,382 | D |
| Stock Option (right to buy)F4 | $5.80 | Jun 19, 2018 | M | 8,602 | D | — | Oct 1, 2018 | Class B Common Stock | 8,602 | 95,961 | D |
| Class B Common StockF5 | — | Jun 19, 2018 | M | 8,602 | A | — | — | Class A Common Stock | 8,602 | 100,984 | D |
| Class B Common StockF5 | — | Jun 19, 2018 | C | 8,602 | D | — | — | Class A Common Stock | 8,602 | 92,382 | D |
| Stock Option (right to buy)F4 | $5.80 | Jun 20, 2018 | M | 26,528 | D | — | Oct 1, 2018 | Class B Common Stock | 26,528 | 69,433 | D |
| Class B Common StockF5 | — | Jun 20, 2018 | M | 26,528 | A | — | — | Class A Common Stock | 26,528 | 118,910 | D |
| Class B Common StockF5 | — | Jun 20, 2018 | C | 26,528 | D | — | — | Class A Common Stock | 26,528 | 92,382 | D |
| Class B Common StockF5 | — | holding | — | — | — | — | — | Class A Common Stock | 52,409 | 52,409 | I |
| Class B Common StockF5 | — | holding | — | — | — | — | — | Class A Common Stock | 52,007 | 52,007 | I |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.10. 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.00 to $40.21. 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.
- F4The stock option is currently exercisable.
- F5The 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.