David A. Morken - 02 Jan 2024 Form 4 Insider Report for Bandwidth Inc. (BAND)

Role
Chairman & CEO, Director
Signature
/s/ Leah Webb, Attorney-in-Fact for David A. Morken
Issuer symbol
BAND
Transactions as of
02 Jan 2024
Net transactions value
-$86,531
Form type
4
Filing time
04 Jan 2024, 20:51:29 UTC
Previous filing
30 Nov 2023
Next filing
01 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BAND Class A Common Stock Options Exercise $0 +2,102 +4.7% $0.000000 47,169 02 Jan 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +4,632 +9.8% $0.000000 51,801 02 Jan 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +1,021 +2% $0.000000 52,822 02 Jan 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +2,535 +4.8% $0.000000 55,357 02 Jan 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +2,916 +5.3% $0.000000 58,273 03 Jan 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +5,487 +9.4% $0.000000 63,760 03 Jan 2024 Direct
transaction BAND Class A Common Stock Sale $51,649 -3,790 -5.9% $13.63 59,970 03 Jan 2024 Direct F1, F2
transaction BAND Class A Common Stock Sale $34,882 -2,580 -4.3% $13.52 57,390 04 Jan 2024 Direct F1, 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 -2,102 -100% $0.000000* 0 02 Jan 2024 Class A Common Stock 2,102 Direct F4, F5
transaction BAND Restricted Stock Units Options Exercise $0 -4,632 -100% $0.000000* 0 02 Jan 2024 Class A Common Stock 4,632 Direct F4, F6
transaction BAND Restricted Stock Units Options Exercise $0 -1,021 -50% $0.000000 1,021 02 Jan 2024 Class A Common Stock 1,021 Direct F4, F7
transaction BAND Restricted Stock Units Options Exercise $0 -2,535 -50% $0.000000 2,536 02 Jan 2024 Class A Common Stock 2,535 Direct F4, F8
transaction BAND Restricted Stock Units Options Exercise $0 -2,916 -33% $0.000000 5,835 03 Jan 2024 Class A Common Stock 2,916 Direct F4, F9
transaction BAND Restricted Stock Units Options Exercise $0 -5,487 -33% $0.000000 10,972 03 Jan 2024 Class A Common Stock 5,487 Direct F4, F10
* 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 January 2 and 3, 2024, 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 $13.61 to $13.64. 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 (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.43 to $13.59. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4 Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
F5 On January 2, 2020, the Reporting Person was granted 12,613 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2020, and the remainder vested in three equal annual installments beginning on January 2, 2022.
F6 On January 2, 2020, the Reporting Person was granted 18,530 Restricted Stock Units, which vested in four equal annual installments beginning on January 2, 2021.
F7 On January 2, 2021, the Reporting Person was granted 6,126 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2021, and the remainder vest in three equal annual installments beginning on January 2, 2023.
F8 On January 2, 2021, the Reporting Person was granted 10,143 Restricted Stock Units, which vest in four equal annual installments beginning on January 2, 2022.
F9 On January 3, 2022, the Reporting Person was granted 17,502 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2022, and the remainder vest in three equal annual installments beginning on January 3, 2024.
F10 On January 3, 2022, the Reporting Person was granted 21,945 Restricted Stock Units, which vest in four equal annual installments beginning on January 3, 2023.