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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Bandwidth Inc. [ BAND ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/14/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/14/2017 | P | 1,575 | A | $20 | 3,529 | I | See footnote(1) | ||
| Class A Common Stock | 10/01/2018 | C | 301,714 | A | $0.00 | 1,496,583 | I | See footnotes(2)(3)(4) | ||
| Class A Common Stock | 11/01/2018 | J(5) | 1,190,408 | D | $0.00 | 306,175 | I | See footnotes(2)(3)(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (6) | 10/01/2018 | C | 301,714 | (6) | (6) | Class A Common Stock | 301,714 | $0.00 | 8,750 | I | See footnotes(4)(7) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents 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. |
| 2. Following 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. |
| 3. Pursuant 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. |
| 4. 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. |
| 5. Represents a pro rata distribution in-kind by each of CIP, CIP II and CIP III to their members for no consideration. |
| 6. The 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. |
| 7. Consists of 8,750 shares of Class B common stock held by Carmichael Partners LLC. |
| Remarks: |
| /s/ Brian D. Bailey | 11/01/2018 | |
| /s/ Jeffrey A. Hoffman, Attorney-in-Fact for Kevin J. Martin | 11/01/2018 | |
| Carmichael Bandwidth, LLC By: /s/ Brian D. Bailey, Managing Partner | 11/01/2018 | |
| Carmichael Partners, LLC By: /s/ Brian D. Bailey, Managing Partner | 11/01/2018 | |
| Carmichael Investment Partners, LLC, By: Carmichael Bandwidth, LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner | 11/01/2018 | |
| Carmichael Investment Partners II, LLC, By: Carmichael Bandwidth, LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner | 11/01/2018 | |
| Carmichael Investment Partners, III, LLC, By: Carmichael Bandwidth, LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner | 11/01/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||