David A. Morken - 02 Jan 2025 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 2025
Net transactions value
-$69,014
Form type
4
Filing time
06 Jan 2025, 21:22:26 UTC
Previous filing
02 Dec 2024
Next filing
04 Mar 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 +1,021 +1% $0.000000 102,842 02 Jan 2025 Direct
transaction BAND Class A Common Stock Options Exercise $0 +2,536 +2.5% $0.000000 105,378 02 Jan 2025 Direct
transaction BAND Class A Common Stock Options Exercise $0 +2,917 +2.8% $0.000000 108,295 03 Jan 2025 Direct
transaction BAND Class A Common Stock Options Exercise $0 +5,486 +5.1% $0.000000 113,781 03 Jan 2025 Direct
transaction BAND Class A Common Stock Sale $20,718 -1,221 -1.1% $16.97 112,560 03 Jan 2025 Direct F1, F2
transaction BAND Class A Common Stock Sale $48,296 -2,777 -2.5% $17.39 109,783 06 Jan 2025 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 -1,021 -100% $0.000000 0 02 Jan 2025 Class A Common Stock 1,021 Direct F4, F5
transaction BAND Restricted Stock Units Options Exercise $0 -2,536 -100% $0.000000 0 02 Jan 2025 Class A Common Stock 2,536 Direct F4, F6
transaction BAND Restricted Stock Units Options Exercise $0 -2,917 -50% $0.000000 2,918 03 Jan 2025 Class A Common Stock 2,917 Direct F4, F7
transaction BAND Restricted Stock Units Options Exercise $0 -5,486 -50% $0.000000 5,486 03 Jan 2025 Class A Common Stock 5,486 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 January 2 and 3, 2025, 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 $16.96 to $17.03. 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 $17.29 to $17.57. 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 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 vested in three equal annual installments beginning on January 2, 2023.
F6 On January 2, 2021, the Reporting Person was granted 10,143 Restricted Stock Units, which vested in four equal annual installments beginning on January 2, 2022.
F7 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.
F8 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.