Brian D. Bailey - May 28, 2023 Form 4 Insider Report for Bandwidth Inc. (BAND)

Role
Director
Signature
/s/ Leah Webb, Attorney-in-Fact for Brian D. Bailey
Stock symbol
BAND
Transactions as of
May 28, 2023
Transactions value $
$0
Form type
4
Date filed
5/31/2023, 04:15 PM
Previous filing
Mar 2, 2023
Next filing
Aug 30, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BAND Class A Common Stock Options Exercise $0 +2.15K +7.31% $0.00 31.6K May 28, 2023 See footnotes F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BAND Restricted Stock Units Options Exercise $0 -2.15K -33.33% $0.00 4.31K May 28, 2023 Class A Common Stock 2.15K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Following the transactions reported herein, consists of (i) 1,517 shares of Class A Common Stock held by Carmichael Investment Partners, LLC ("CIP"), (ii) 908 shares of Class A Common Stock held by Carmichael Investment Partners II, LLC ("CIP II"), (iii) 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") and (iv) 28,559 shares of Class A Common Stock held directly by Brian D. Bailey.
F2 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. The Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
F3 Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefit with respect to 7,234 shares held by Mr. Bailey.
F4 Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
F5 On November 28, 2022, the Reporting Person was granted 8,612 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2023.