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* Carmichael Bandwidth LLC (Last) (First) (Middle) C/O CARMICHAEL INVESTMENT PARTNERS LLC 4725 PIEDMONT ROW DR, STE 210 (Street) CHARLOTTE NC 28210 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/09/2017	3. Issuer Name and Ticker or Trading Symbol Bandwidth Inc. [ BAND ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)

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
Stock option (right to buy)	(1)	08/20/2020	Class A Common Stock	31,250	$5.8	I	See footnote(2)
Class B Common Stock	(3)	(3)	Class A Common Stock	2,090,311	(3)	I	See footnotes(4)(5)
Warrants	(6)	01/19/2018	Class B Common Stock	2,027	$6.57	I	See footnotes(5)(7)

1. Name and Address of Reporting Person* Carmichael Bandwidth LLC (Last) (First) (Middle) C/O CARMICHAEL INVESTMENT PARTNERS LLC 4725 PIEDMONT ROW DR, STE 210 (Street) CHARLOTTE NC 28210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bailey Brian D. (Last) (First) (Middle) C/O CARMICHAEL INVESTMENT PARTNERS LLC 4725 PIEDMONT ROW DR, STE 210 (Street) CHARLOTTE NC 28210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Martin Kevin J (Last) (First) (Middle) C/O CARMICHAEL INVESTMENT PARTNERS LLC 4725 PIEDMONT ROW DR, STE 210 (Street) CHARLOTTE NC 28210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Carmichael Partners LLC (Last) (First) (Middle) C/O CARMICHAEL INVESTMENT PARTNERS LLC 4725 PIEDMONT ROW DR, STE 210 (Street) CHARLOTTE NC 28210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Carmichael Investment Partners, LLC (Last) (First) (Middle) C/O CARMICHAEL INVESTMENT PARTNERS LLC 4725 PIEDMONT ROW DR, STE 210 (Street) CHARLOTTE NC 28210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Carmichael Investment Partners II, LLC (Last) (First) (Middle) C/O CARMICHAEL INVESTMENT PARTNERS LLC 4725 PIEDMONT ROW DR, STE 210 (Street) CHARLOTTE NC 28210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Carmichael Investment Partners III, LLC (Last) (First) (Middle) C/O CARMICHAEL INVESTMENT PARTNERS LLC 4725 PIEDMONT ROW DR, STE 210 (Street) CHARLOTTE NC 28210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The stock option is currently exercisable.

2. Represents a stock option held directly by Kevin J. Martin. Pursuant to an agreement between Mr. Martin and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefits of such stock option.

3. The shares of Class B common stock are convertible in to Class A common stock on a 1-to-1 basis at the option of the holder and have no expiration date.

4. Consists of (i) 1,779,847 shares of Class B common stock held by Carmichael Investment Partners LLC ("CIP"), (ii) 178,572 shares of Class B common stock held by Carmichael Investment Partners II, LLC ("CIP II"), (iii) 123,142 shares of Class B common stock held by Carmichael Investment Partners III, LLC ("CIP III" and, together with CIP and CIP II, the "Carmichael Entities") and (iv) 8,750 shares of Class B common stock held by Carmichael Partners LLC.

5. Carmichael Bandwidth LLC is the managing member of each of the Carmichael Entities. Brian D. Bailey and Kevin J. Martin are the managing partners of Carmichael Bandwidth LLC and Carmichael Partners LLC and share voting and dispositive power with respect to the shares held by the Carmichael Entities and Carmichael Partners LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

6. The warrants are currently exercisable.

7. Consists of 2,027 warrants held by Carmichael Investment Partners LLC.

Remarks:

Exhibit 24.1 - Power of Attorney for Kevin J. Martin. Exhibit 24.2 - Power of Attorney for Brian D. Bailey

	/s/ Brian D. Bailey	11/09/2017
	/s/ Kevin J. Martin	11/09/2017
	Carmichael Bandwidth LLC By: /s/ Brian D. Bailey, Manging Partner	11/09/2017
	Carmichael Partners LLC By: /s/ Brian D. Bailey, Managing Partner	11/09/2017
	Carmichael Investment Partners LLC, By: Carmichael Bandwidth LLC, its sole member, By: /s/ Brian D. Bailey, Managing Partner	11/09/2017
	Carmichael Investment Partners II, LLC, By: Carmichael Bandwidth LLC, its sole member, By: /s/ Brian D. Bailey, Managing Partner	11/09/2017
	Carmichael Investment Partners III, LLC, By: Carmichael Bandwidth LLC, its sole member, By: /s/ Brian D. Bailey, Managing Partner	11/09/2017
	** Signature of Reporting Person	Date
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