SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Mullen Scott (Last) (First) (Middle) C/O BANDWIDTH INC. 900 MAIN CAMPUS DRIVE, SUITE 100 (Street) RALEIGH NC 27606 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/24/2020	3. Issuer Name and Ticker or Trading Symbol Bandwidth Inc. [ BAND ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Technology Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	30,055	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Class A Common Stock	5,811	(2)	D
Restricted Stock Units	(3)	(3)	Class A Common Stock	3,930	(2)	D
Restricted Stock Units	(4)	(4)	Class A Common Stock	6,370	(2)	D
Stock option (right to buy)	(5)	11/04/2025	Class A Common Stock	1,563	$9.57	D
Stock option (right to buy)	(6)	08/24/2027	Class A Common Stock	46,875	$18.4	D

Explanation of Responses:

1. On February 21, 2018, the Reporting Person was granted 11,623 Restricted Stock Units of which 5,812 shares are vested and the remaining 5,811 vest in two equal annual installments beginning on February 21, 2021.

2. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.

3. On January 2, 2019, the Reporting Person was granted 7,861 Restricted Stock Units of which 3,931 shares are vested and the remaining 3,930 shares vest in three equal annual installments beginning on January 2, 2021.

4. On January 2, 2020, the Reporting Person was granted 6,370 Restricted Stock Units, 3,185 of which vest in four equal quarterly installments beginning March 31, 2020, and the remainder of which vest in three equal annual installments beginning on January 2, 2022.

5. The stock option is fully vested and currently exercisable.

6. The stock option is vested as to 31,250 shares. The remainder of the shares vest in two equal annual installments beginning on August 24, 2020.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Scott Mullen	03/27/2020
	** Signature of Reporting Person	Date
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 5 (b)(v).
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