UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Bandwidth Inc.
(Name of Issuer) |
Class A Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
05988J103 |
(CUSIP Number) |
|
December 31, 2019 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 2 of 17 Pages |
1 | NAME OF REPORTING PERSONS Summit Partners Public Asset Management, LLC | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 35,820 shares | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 35,820 shares |
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 3 of 17 Pages |
1 | NAME OF REPORTING PERSONS Summit Partners, L.P. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 35,820 shares | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 35,820 shares |
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 4 of 17 Pages |
1 | NAME OF REPORTING PERSONS Summit Partners Concentrated Growth L/S Master Fund, L.P. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 35,820 shares | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 35,820 shares |
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 5 of 17 Pages |
1 | NAME OF REPORTING PERSONS Summit Partners Sustainable Opportunities L/S QP Fund, L.P. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 0 | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 0 |
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 6 of 17 Pages |
1 | NAME OF REPORTING PERSONS Summit Partners Sustainable Opportunities L/S Fund, L.P. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 0 | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 0 |
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 7 of 17 Pages |
1 | NAME OF REPORTING PERSONS Summit Partners Sustainable Opportunities L/S Fund Limited | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 0 | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 0 |
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 8 of 17 Pages |
1 | NAME OF REPORTING PERSONS Summit Partners Alydar GP, L.P. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 35,820 shares | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 35,820 shares |
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 9 of 17 Pages |
1 | NAME OF REPORTING PERSONS Summit Partners Alydar GP, LLC | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 35,820 shares | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 35,820 shares |
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 10 of 17 Pages |
1 | NAME OF REPORTING PERSONS Philip Furse | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 35,820 shares | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 35,820 shares |
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 11 of 17 Pages |
1 | NAME OF REPORTING PERSONS Timothy Albright | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 35,820 shares | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 35,820 shares |
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 12 of 17 Pages |
1 | NAME OF REPORTING PERSONS Robert MacAulay | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o | |||
3 | SEC USE ONLY | |||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
6 | SHARED VOTING POWER 35,820 shares | |||
7 | SOLE DISPOSITIVE POWER 0 | |||
8 | SHARED DISPOSITIVE POWER 35,820 shares |
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 13 of 17 Pages |
Item 1. | (a) Name of Issuer |
Bandwidth Inc.
Item 1. | (b) Address of Issuer’s Principal Executive Offices |
900 Main Campus Drive
Raleigh, NC 27606
Item 2. | (a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
Summit Partners Public Asset Management, LLC (“SPPAM”), the investment manager with respect to the shares directly held by Summit Partners Concentrated Growth L/S Master Fund, L.P., Summit Partners Sustainable Opportunities L/S QP Fund, L.P., Summit Partners Sustainable Opportunities L/S Fund, L.P., and Summit Partners Sustainable Opportunities L/S Fund Limited (collectively the "Funds"), if any. SPPAM is a Delaware limited liability company located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Summit Partners, L.P. (“SP”), the Managing Member of SPPAM, with respect to the shares directly held by the Funds, if any. SP is a Delaware limited partnership located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Summit Partners Concentrated Growth L/S Master Fund, L.P., a Cayman Islands limited partnership, with respect to the shares directly owned by it. This entity's registered office is c/o Walker Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
Summit Partners Sustainable Opportunities L/S QP Fund, L.P., a Delaware limited partnership, with respect to the shares directly owned by it, if any. This entity's registered office is c/o Summit Partners, 222 Berkeley Street, FL 18, Boston, MA 02116.
Summit Partners Sustainable Opportunities L/S Fund, L.P., a Delaware limited partnership, with respect to the shares directly owned by it, if any. This entity's registered office is c/o Summit Partners, 222 Berkeley Street, FL 18, Boston, MA 02116.
Summit Partners Sustainable Opportunities L/S Fund Limited, a Cayman Islands limited partnership, with respect to the shares directly owned by it, if any. This entity's registered office is c/o Walker Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
Summit Partners Alydar GP, L.P. (“Fund GP”), the general partner of the Summit Partners Concentrated Growth L/S Master Fund, L.P., Summit Partners Sustainable Opportunities L/S QP Fund, L.P., and Summit Partners Sustainable Opportunities L/S Fund, L.P., with respect to the shares directly held by these Funds, if any. Fund GP is a Delaware limited partnership located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Summit Partners Alydar GP, LLC (“GP”), the general partner of Fund GP with respect to the shares directly held by Summit Partners Concentrated Growth L/S Master Fund, L.P., Summit Partners Sustainable Opportunities L/S QP Fund, L.P., and Summit Partners Sustainable Opportunities L/S Fund, L.P., if any. GP is a Delaware limited liability company located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Philip Furse, the Chief Investment Officer of SPPAM and a Portfolio Manager of the Summit Partners Concentrated Growth L/S Master Fund, L.P. with respect to the shares directly held by this Fund. Mr. Furse is a United States Citizen with a business address at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Timothy Albright, a Portfolio Manager of SPPAM with respect to the shares directly held by the Funds, if any. Mr. Albright is a United States Citizen with a business address at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Robert MacAulay, the Chief Risk Officer of SPPAM with respect to the shares directly held by the Funds, if any. Mr. MacAulay is a United States Citizen with a business address at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
Item 2. | (d) Title of Class of Securities |
Class A Common Stock, par value $0.001 per share (the “Common Stock”)
Item 2. | (e) CUSIP No.: |
05988J103
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 14 of 17 Pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
(b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
(c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
(d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
(f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
(g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
(h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
(k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
Not Applicable
CUSIP No. 05988J103 | SCHEDULE 13G/A | Page 15 of 17 Pages |
Item 4. Ownership
Information with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2019 is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The percentage of beneficial ownership is determined by dividing the number of shares beneficially owned by each of the Reporting Persons by 18,564,427, the number of shares issued and outstanding as of October 31, 2019, as the Issuer reported in its Form 10-Q filed with the SEC on November 7, 2019.
By virtue of the affiliate relationships among the Reporting Persons who held common stock of record or are attributed beneficial ownership as shown on the cover pages hereto as of December 31, 2019, and by virtue of Mr. Furse being the Chief Investment Officer of SPPAM and a Portfolio Manager of the Summit Partners Concentrated Growth L/S Master Fund, L.P., Mr. Albright being a Portfolio Manager of SPPAM and Mr. MacAulay being the Chief Risk Officer of SPPAM, each Reporting Person who held common stock of record or was attributed beneficial ownership as shown on the cover pages hereto, may be deemed to own beneficially all of the 35,820 shares shares as of December 31, 2019. Each of the Reporting Persons expressly disclaims beneficial ownership of any shares, except for Summit Partners Concentrated Growth L/S Master Fund, L.P. with respect to the shares held of record by it and except to the extent of its pecuniary interest therein.