David A. Morken - Nov 28, 2023 Form 4 Insider Report for Bandwidth Inc. (BAND)

Role
Chairman & CEO, Director
Signature
/s/ Leah Webb, Attorney-in-Fact for David A. Morken
Stock symbol
BAND
Transactions as of
Nov 28, 2023
Transactions value $
-$80,202
Form type
4
Date filed
11/30/2023, 07:42 PM
Previous filing
Nov 6, 2023
Next filing
Jan 4, 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 +16.9K +48.14% $0.00 52.1K Nov 28, 2023 Direct
transaction BAND Class A Common Stock Sale -$80.2K -7.08K -13.58% $11.33 45.1K Nov 29, 2023 Direct F1, F2

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 -16.9K -33.33% $0.00 33.9K Nov 28, 2023 Class A Common Stock 16.9K Direct F3, F4
transaction BAND Restricted Stock Units Award $0 +92.7K $0.00 92.7K Nov 28, 2023 Class A Common Stock 92.7K Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on November 28, 2023, pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on March 3, 2023.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.28 to $11.36. The reporting person undertakes to provide Bandwidth Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F3 Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
F4 On November 28, 2022, the Reporting Person was granted 50,834 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2024.
F5 On November 28, 2023, the Reporting Person was granted 92,725 Restricted Stock Units, one third of which vest on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2025.