SEC Form 4 · accession 0001445546-18-003042
Bandwidth Inc. · BAND
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James A Bowen
10% Owner
Period of report
Jun 28, 2018
Accepted (ET)
Jun 29, 2018 · 2:13 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 B Common StockF1,F3 | Jun 28, 2018 | J | 369,171 | $0.00 | D | 178,573 | I | See footnote |
| Class A Common StockF4 | Jun 28, 2018 | J | 13,113 | $0.00 | A | 13,113 | D | |
| Class A Common StockF5 | Jun 28, 2018 | J | 24,088 | $0.00 | A | 24,088 | I | See footnote |
| Class B Common StockF1 | holding | — | — | — | 1,101,356 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares of Class B Common Stock of the Issuer are automatically converted into shares of Class A Common Stock of the Issuer on a one-for-one basis upon any transfer or disposition of the Class B Common Stock or at any time at the option of the holder of such Class B Common Stock, according to information included by the Issuer in its Proxy Statement dated April 6, 2018.
- F2Represents distributions of such shares of Class B Common Stock of the Issuer on a percentage ownership basis to the members of FT Bandwidth Ventures, LLC and FT Bandwidth Ventures II, LLC, respectively. The reporting person is an officer of the manager of each of such entities. The reporting person disclaims beneficial ownership of the securities distributed by such entities except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes. Upon the distribution of the shares of Class B Common Stock of the Issuer as reported herein, such shares of Class B Common Stock of the Issuer were automatically converted into shares of Class A Common Stock of the Issuer on a one-for-one basis, according to information included by the Issuer in its Proxy Statement dated April 6, 2018.
- F3The securities shown as beneficially owned following the reported transaction are held through First Capital Partners LLC ("FTCP"). The reporting person is an officer of the manager of FTCP. The reporting person disclaims beneficial ownership of the securities owned by such entities except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes.
- F4These shares were previously reported as shares of Class B Common Stock indirectly owned by the reporting person. However, the reporting person's spouse received shares of Class A Common Stock in the distributions discussed in footnote 2 above. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes.
- F5The securities shown as beneficially owned following the reported transaction are held through FT Bandwidth Ventures LLC and FT Bandwidth Ventures II, LLC, which continue to hold the aggregate of the fractional shares of Class A Common Stock which could not be distributed to the members thereof, and through FTCP, which received shares of Class A Common Stock in the distributions discussed in footnote 2 above. The reporting person is an officer of the manager of each of such entities. The reporting person disclaims beneficial ownership of the securities owned by such entities except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes.