SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/09/2017 | 3. Issuer Name and Ticker or Trading Symbol Bandwidth Inc. [ BAND ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock option (right to buy) | (1) | 08/20/2020 | Class A Common Stock | 31,250 | 5.8 | I | See footnote(2) |
| Class B Common Stock | (3) | (3) | Class A Common Stock | 2,090,311 | (3) | I | See footnotes(4)(5) |
| Warrants | (6) | 01/19/2018 | Class B Common Stock | 2,027 | 6.57 | I | See footnotes(5)(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. The stock option is currently exercisable. |
| 2. Represents a stock option held directly by Kevin J. Martin. Pursuant to an agreement between Mr. Martin and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefits of such stock option. |
| 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) 1,779,847 shares of Class B common stock held by Carmichael Investment Partners LLC ("CIP"), (ii) 178,572 shares of Class B common stock held by Carmichael Investment Partners II, LLC ("CIP II"), (iii) 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 (iv) 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 pecuniary interest therein. |
| 6. The warrants are currently exercisable. |
| 7. Consists of 2,027 warrants held by Carmichael Investment Partners LLC. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney for Kevin J. Martin. Exhibit 24.2 - Power of Attorney for Brian D. Bailey |
| /s/ Brian D. Bailey | 11/09/2017 | |
| /s/ Kevin J. Martin | 11/09/2017 | |
| Carmichael Bandwidth LLC By: /s/ Brian D. Bailey, Manging Partner | 11/09/2017 | |
| Carmichael Partners LLC By: /s/ Brian D. Bailey, Managing Partner | 11/09/2017 | |
| Carmichael Investment Partners LLC, By: Carmichael Bandwidth LLC, its sole member, By: /s/ Brian D. Bailey, Managing Partner | 11/09/2017 | |
| Carmichael Investment Partners II, LLC, By: Carmichael Bandwidth LLC, its sole member, By: /s/ Brian D. Bailey, Managing Partner | 11/09/2017 | |
| Carmichael Investment Partners III, LLC, By: Carmichael Bandwidth LLC, its sole member, By: /s/ Brian D. Bailey, Managing Partner | 11/09/2017 | |
| ** 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 5 (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. | ||