Sec Form 4 Filing - Bartolo Anthony @ Bandwidth Inc. - 2024-07-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Bartolo Anthony
2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [ BAND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O BANDWIDTH INC., 2230 BANDMATE WAY
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2024
(Street)
RALEIGH, NC27607
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 07/01/2024 M 26,096 A $ 0 104,661 D
Class A Common Stock 07/01/2024 M 9,043 A $ 0 113,704 D
Class A Common Stock 07/01/2024 M 27,491 A $ 0 141,195 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 1 ) 07/01/2024 M 26,096 ( 2 ) ( 2 ) Class A Common Stock 26,096 $ 0 26,096 D
Restricted Stock Units ( 1 ) 07/01/2024 M 9,043 ( 3 ) ( 3 ) Class A Common Stock 9,043 $ 0 9,043 D
Restricted Stock Units ( 1 ) 07/01/2024 M 27,491 ( 4 ) ( 4 ) Class A Common Stock 27,491 $ 0 38,487 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bartolo Anthony
C/O BANDWIDTH INC.
2230 BANDMATE WAY
RALEIGH, NC27607
Chief Operating Officer
Signatures
/s/ Leah Webb, Attorney-in-Fact for Anthony F. Bartolo 07/03/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Bandwidth Inc. (the "Company") Class A Common Stock.
( 2 )On March 21, 2022, the Reporting Person was granted 104,384 RSUs, one fourth of which vested on the first and second anniversary of the date of grant and 26,096 of the remaining RSUs vested on July 1, 2024. Following the Reporting Person's last day of employment with the Company on July 1, 2024, the remaining 26,096 unvested RSUs were forfeited.
( 3 )On November 28, 2022, the Reporting Person was granted 36,171 RSUs, one third of which vested on the first anniversary of the date of grant, 3,014 RSUs vested on each of February 28, 2024 and May 28, 2024, and 9,043 of the remaining RSUs vested on July 1, 2024. Following the Reporting Person's last day of employment with the Company on July 1, 2024, the remaining 9,043 unvested RSUs were forfeited.
( 4 )On November 28, 2023, the Reporting Person was granted 65,978 RSUs, 27,491 RSUs vested on July 1, 2024. Following the Reporting Person's last day of employment with the Company on July 1, 2024, the remaining 38,487 unvested RSUs were forfeited.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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