SEC Form 4 · accession 0000899243-18-025782
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
Sep 30, 2018
Accepted (ET)
Oct 2, 2018 · 4:16 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,F3 | Sep 30, 2018 | M | 822 | $0.00 | A | 1,193,294 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3,F6,F4,F5 | — | Sep 30, 2018 | M | 822 | D | — | — | Class A Common Stock | 822 | 822 | I |
Explanation of responses
- F1Consists of 1,188,874 shares of Class A Common Stock held by Carmichael Investment Partners LLC ("CIP") and 4,420 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 such shares held by Mr. Bailey.
- F3Carmichael Bandwidth LLC is the managing member of each of Carmichael Investment Partners II, LLC ("CIP II"), Carmichael Investment Partners III, LLC ("CIP III" and, together with CIP and CIP II, 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.
- F4Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
- F5On January 24, 2018, the Reporting Person was granted 3,288 Restricted Stock Units which vest in four equal quarterly installments beginning on March 31, 2018.
- F6Represents Restricted Stock Units held directly by Brian D. Bailey.