Kade Ross - 28 Nov 2024 Form 4 Insider Report for Bandwidth Inc. (BAND)

Role
Chief Information Officer
Signature
/s/ Leah Webb, Attorney-in-Fact for Kade Ross
Issuer symbol
BAND
Transactions as of
28 Nov 2024
Net transactions value
-$98,987
Form type
4
Filing time
02 Dec 2024, 20:10:05 UTC
Previous filing
29 Aug 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 +1,859 +4.6% $0.000000 41,934 28 Nov 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +446 +1.1% $0.000000 42,380 28 Nov 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +13,566 +32% $0.000000 55,946 28 Nov 2024 Direct
transaction BAND Class A Common Stock Sale $396 -18 -0.03% $22.02 55,928 29 Nov 2024 Direct F1
transaction BAND Class A Common Stock Sale $98,590 -4,638 -8.3% $21.26 51,290 29 Nov 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 -1,859 -20% $0.000000 7,437 28 Nov 2024 Class A Common Stock 1,859 Direct F3, F4
transaction BAND Restricted Stock Units Options Exercise $0 -446 -12% $0.000000 3,123 28 Nov 2024 Class A Common Stock 446 Direct F3, F5
transaction BAND Restricted Stock Units Options Exercise $0 -13,566 -33% $0.000000 27,131 28 Nov 2024 Class A Common Stock 13,566 Direct F3, F6
transaction BAND Restricted Stock Units Award $0 +22,238 $0.000000 22,238 28 Nov 2024 Class A Common Stock 22,238 Direct F3, F7
* 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, 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 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 22,311 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 August 28, 2023, the Reporting Person was granted 5,353 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight quarterly installments beginning on November 28, 2024.
F6 On November 28, 2023, the Reporting Person was granted 40,697 Restricted Stock Units, one third of which vested on the first anniversary of the date of grant and the remaining shares will vest in eight equal quarterly installments beginning on February 28, 2025.
F7 On November 28, 2024, the Reporting Person was granted 22,238 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.