Kade Ross - May 12, 2024 Form 4 Insider Report for Bandwidth Inc. (BAND)

Role
Chief Information Officer
Signature
/s/ Leah Webb, Attorney-in-Fact for Kade Ross
Stock symbol
BAND
Transactions as of
May 12, 2024
Transactions value $
-$1,506
Form type
4
Date filed
5/14/2024, 04:48 PM
Previous filing
Apr 3, 2024
Next filing
May 30, 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 +232 +0.91% $0.00 25.6K May 12, 2024 Direct
transaction BAND Class A Common Stock Sale -$1.51K -68 -0.27% $22.15 25.5K May 14, 2024 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 -232 -100% $0.00* 0 May 12, 2024 Class A Common Stock 232 Direct F3, F4
* 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 May 12, 2024, pursuant to a Rule 10b5-1 instruction letter adopted by the Reporting Person on March 3, 2023 related solely to tax obligations associated with awards received in connection with Bandwidth Inc. (the "Company") equity compensation programs.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.14 to $22.17. The Reporting Person undertakes to provide 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 May 12, 2020, the Reporting Person was granted 930 Restricted Stock Units, which vested in four equal annual installments beginning on May 12, 2021.