SEC Form 4 · accession 0000899243-18-027915
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
Nov 14, 2017
Accepted (ET)
Nov 1, 2018 · 6:17 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 | Nov 14, 2017 | P | 1,575 | $20.00 | A | 3,529 | I | See footnote |
| Class A Common StockF2,F3,F4 | Oct 1, 2018 | C | 301,714 | $0.00 | A | 1,496,583 | I | See footnotes |
| Class A Common StockF2,F3,F4 | Nov 1, 2018 | J | 1,190,408 | $0.00 | D | 306,175 | 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,F7,F6 | — | Oct 1, 2018 | C | 301,714 | D | — | — | Class A Common Stock | 301,714 | 8,750 | I |
Explanation of responses
- F1Represents 1,575 shares of Class A Common Stock held directly by Kevin J. Martin and 1,954 shares of Class A Common Stock held directly by Brian D. Bailey. Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefit withrespect to 379 shares held directly by Mr. Bailey.
- F2Following the transactions reported herein, includes of 1,517 shares of Class A Common Stock held by Carmichael Investment Partners, LLC ("CIP"), 908 shares of Class A Common Stock held by Carmichael Investment Partners II, LLC ("CIP II"), 608 shares of Class A Common Stock held by Carmichael Investment Partners III, LLC ("CIP III" and, together with CIP and CIP II, the "Carmichael Entities"), 297,147 shares of Class A Common Stock held directly by Carmichael Bandwidth, LLC as a result of the distribution from the Carmichael Entities, 4,420 shares of Class A Common Stock held directly by Brian D. Bailey and 1,575 shares of Class A Common Stock held directly by Kevin J. Martin.
- F3Pursuant to an agreement between Mr. Bailey and Carmichael Partners, LLC, Carmichael Partners, LLC is entitled to all economic benefit with respect to 2,845 shares held by Mr. Bailey.
- F4Carmichael 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.
- F5Represents a pro rata distribution in-kind by each of CIP, CIP II and CIP III to their members for no consideration.
- F6The shares of Class B common stock are convertible into Class A common stock on a 1-to-1 basis at the option of the holder and have no expiration date.
- F7Consists of 8,750 shares of Class B common stock held by Carmichael Partners LLC.