Daryl E. Raiford - 28 Nov 2024 Form 4 Insider Report for Bandwidth Inc. (BAND)

Role
Chief Financial Officer
Signature
/s/ Leah Webb, Attorney-in-Fact for Daryl E. Raiford
Issuer symbol
BAND
Transactions as of
28 Nov 2024
Net transactions value
-$311,354
Form type
4
Filing time
02 Dec 2024, 20:09:22 UTC
Previous filing
03 Sep 2024
Next filing
06 Jan 2025
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 +3,141 +4.4% $0.000000 74,687 28 Nov 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +22,922 +31% $0.000000 97,609 28 Nov 2024 Direct
transaction BAND Class A Common Stock Sale $881 -40 -0.04% $22.02 97,569 29 Nov 2024 Direct F1
transaction BAND Class A Common Stock Sale $219,990 -10,349 -11% $21.26 87,220 29 Nov 2024 Direct F1, F2
transaction BAND Class A Common Stock Options Exercise $0 +10,602 +12% $0.000000 97,822 30 Nov 2024 Direct
transaction BAND Class A Common Stock Sale $90,484 -4,371 -4.5% $20.70 93,451 02 Dec 2024 Direct F1, F3
holding BAND Class A Common Stock 1,625 28 Nov 2024 By IRA

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 -3,141 -20% $0.000000 12,567 28 Nov 2024 Class A Common Stock 3,141 Direct F4, F5
transaction BAND Restricted Stock Units Options Exercise $0 -22,922 -33% $0.000000 45,845 28 Nov 2024 Class A Common Stock 22,922 Direct F4, F6
transaction BAND Restricted Stock Units Award $0 +74,040 $0.000000 74,040 28 Nov 2024 Class A Common Stock 74,040 Direct F4, F7
transaction BAND Restricted Stock Units Options Exercise $0 -10,602 -14% $0.000000 63,613 30 Nov 2024 Class A Common Stock 10,602 Direct F4, F8
* 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, 2024 and November 30, 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 $20.87 to $21.78. 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 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.64 to $20.77. 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.
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 37,700 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.
F6 On November 28, 2023, the Reporting Person was granted 68,767 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, 2025.
F7 On November 28, 2024, the Reporting Person was granted 74,040 Restricted Stock Units, one third of which vest on the first anniversary of the date of grant and the remaining shares will vest in eight equal quarterly installments beginning on February 28, 2026.
F8 On May 30, 2023, the Reporting Person was granted 127,226 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 August 30, 2024.