SEC Form 4 · accession 0000899243-19-004860
Bandwidth Inc. · BAND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian D. Bailey
Director
Period of report
Feb 22, 2019
Accepted (ET)
Feb 26, 2019 · 4:05 pm EST
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 StockF2,F3,F4,F5 | Feb 22, 2019 | S | 1,900 | $53.3469 | D | 303,522 | I | See footnotes |
| Class A Common StockF3,F4,F5 | Feb 22, 2019 | S | 100 | $54.25 | D | 303,422 | I | See footnotes |
| Class A Common StockF6,F3,F4,F5 | Feb 25, 2019 | S | 1,400 | $53.1634 | D | 302,022 | I | See footnotes |
| Class A Common StockF7,F3,F4,F5 | Feb 25, 2019 | S | 600 | $54.2657 | D | 301,422 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
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 $53.00 to $53.91. 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.
- F3Following the transactions reported herein, consists of (i) 1,517 shares of Class A Common Stock held by Carmichael Investment Partners, LLC ("CIP"), (ii) 908 shares of Class A Common Stock held by Carmichael Investment Partners II, LLC ("CIP II"), (iii) 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"), (iv) 293,147 shares of Class A Common Stock held directly by Carmichael Bandwidth, LLC and (v) 5,242 shares of Class A Common Stock held directly by Brian D. Bailey.
- F4Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefit with respect to 3,667 shares held by Mr. Bailey.
- 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.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.00 to $53.57. 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.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.05 to $54.50. 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.