Devin M. Krupka - 28 Nov 2024 Form 4 Insider Report for Bandwidth Inc. (BAND)

Role
Controller, PAO
Signature
/s/ Leah Webb, Attorney-in-Fact for Devin M. Krupka
Issuer symbol
BAND
Transactions as of
28 Nov 2024
Net transactions value
-$77,769
Form type
4
Filing time
02 Dec 2024, 20:10:17 UTC
Previous filing
08 Nov 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 +1,370 +60% $0.000000 3,654 28 Nov 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +11,101 +304% $0.000000 14,755 28 Nov 2024 Direct
transaction BAND Class A Common Stock Sale $308 -14 -0.09% $22.02 14,741 29 Nov 2024 Direct F1
transaction BAND Class A Common Stock Sale $77,461 -3,644 -25% $21.26 11,097 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 -1,370 -20% $0.000000 5,477 28 Nov 2024 Class A Common Stock 1,370 Direct F3, F4
transaction BAND Restricted Stock Units Options Exercise $0 -11,101 -33% $0.000000 22,202 28 Nov 2024 Class A Common Stock 11,101 Direct F3, F5
transaction BAND Restricted Stock Units Award $0 +18,205 $0.000000 18,205 28 Nov 2024 Class A Common Stock 18,205 Direct F3, F6
* 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 May 5, 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 16,432 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 33,303 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.
F6 On November 28, 2024, the Reporting Person was granted 18,205 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.