Martin Kevin J Form 4 Bandwidth / Brian D. Bailey ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Carmichael Bandwidth LLC

(Last) (First) (Middle)

C/O CARMICHAEL PARTNERS LLC

4725 PIEDMONT ROW DR, STE 210

(Street)

CHARLOTTE NC 28210

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [ BAND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/06/2018		C		1,781,874	A	$0.00	1,784,650	I	See footnotes(1)(2)(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(3)	06/06/2018		C			1,781,874	(3)	(3)	Class A Common Stock	1,781,874	$0.00	310,464	I	See footnotes(4)(5)

1. Name and Address of Reporting Person^*

Carmichael Bandwidth LLC

(Last) (First) (Middle)

C/O CARMICHAEL PARTNERS LLC

4725 PIEDMONT ROW DR, STE 210

(Street)

CHARLOTTE NC 28210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bailey Brian D.

(Last) (First) (Middle)

C/O CARMICHAEL INVESTMENT PARTNERS LLC

4725 PIEDMONT ROW DRIVE, SUITE 210

(Street)

CHARLOTTE NC 28210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Martin Kevin J

(Last) (First) (Middle)

C/O CARMICHAEL INVESTMENT PARTNERS LLC

4725 PIEDMONT ROW DRIVE, SUITE 210

(Street)

CHARLOTTE NC 28210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carmichael Partners LLC

(Last) (First) (Middle)

C/O CARMICHAEL INVESTMENT PARTNERS LLC

4725 PIEDMONT ROW DRIVE, SUITE 210

(Street)

CHARLOTTE NC 28210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carmichael Investment Partners, LLC

(Last) (First) (Middle)

C/O CARMICHAEL INVESTMENT PARTNERS LLC

4725 PIEDMONT ROW DRIVE, SUITE 210

(Street)

CHARLOTTE NC 28210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carmichael Investment Partners II, LLC

(Last) (First) (Middle)

C/O CARMICHAEL INVESTMENT PARTNERS LLC

4725 PIEDMONT ROW DRIVE, SUITE 210

(Street)

CHARLOTTE NC 28210

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carmichael Investment Partners III, LLC

(Last) (First) (Middle)

C/O CARMICHAEL INVESTMENT PARTNERS LLC

4725 PIEDMONT ROW DRIVE, SUITE 210

(Street)

CHARLOTTE NC 28210

(City) (State) (Zip)

Explanation of Responses:

1. Consists of 1,781,874 shares of Class A Common Stock held by Carmichael Investment Partners LLC ("CIP") and 2,776 shares of Class A Common Stock held directly by Brian D. Bailey.

2. Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefits of the shares held by Mr. Bailey.

3. The 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.

4. Consists of (i) 178,572 shares of Class B common stock held by Carmichael Investment Partners II, LLC ("CIP II"), (ii) 123,142 shares of Class B common stock held by Carmichael Investment Partners III, LLC ("CIP III" and, together with CIP and CIP II, the "Carmichael Entities") and (iii) 8,750 shares of Class B common stock held by Carmichael Partners LLC.

5. Carmichael 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.

Remarks:

	/s/ Brian D. Bailey	06/08/2018
	/s/ W. Christopher Matton, Attorney-in-Fact for Kevin J. Martin	06/08/2018
	Carmichael Bandwidth LLC By: /s/ Brian D. Bailey, Managing Partner	06/08/2018
	Carmichael Partners LLC By: /s/ Brian D. Bailey, Managing Partner	06/08/2018
	Carmichael Investment Partners LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner	06/08/2018
	Carmichael Investment Partners II, LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner	06/08/2018
	Carmichael Investment Partners III, LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner	06/08/2018
	** Signature of Reporting Person	Date
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