Brian D. Bailey - Nov 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: Nov 28, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/30/2023, 07:34 PM
Previous filing: Aug 30, 2023
Next filing: Mar 1, 2024

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	+6.38%	$0.00	35.9K	Nov 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	-100%	$0.00^*	0	Nov 28, 2023	Class A Common Stock	2.15K		Direct	F4, F5
transaction	BAND	Restricted Stock Units	Award	$0	+15.7K		$0.00	15.7K	Nov 28, 2023	Class A Common Stock	15.7K		Direct	F4, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Carmichael Bandwidth LLC is the managing member of each of the Carmichael Entities (as defined below in footnote 2). 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 (as defined below in footnote 2) and Carmichael Partners LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
F2	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) 32,865 shares of Class A Common Stock held directly by Brian D. Bailey.
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 vested in four equal quarterly installments beginning on February 28, 2023.
F6	On November 28, 2023, the Reporting Person was granted 15,709 Restricted Stock Units, which vest in four equal quarterly installments beginning on February 28, 2024.