0000899243-19-009596.txt : 20190402 0000899243-19-009596.hdr.sgml : 20190402 20190402170052 ACCESSION NUMBER: 0000899243-19-009596 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190331 FILED AS OF DATE: 20190402 DATE AS OF CHANGE: 20190402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bailey Brian D. CENTRAL INDEX KEY: 0001575505 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38285 FILM NUMBER: 19725957 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bandwidth Inc. CENTRAL INDEX KEY: 0001514416 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 900 MAIN CAMPUS DRIVE CITY: RALEIGH STATE: NC ZIP: 27606 BUSINESS PHONE: 919-439-4171 MAIL ADDRESS: STREET 1: 900 MAIN CAMPUS DRIVE CITY: RALEIGH STATE: NC ZIP: 27606 FORMER COMPANY: FORMER CONFORMED NAME: Bandwidth.com, Inc. DATE OF NAME CHANGE: 20110303 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-03-31 0 0001514416 Bandwidth Inc. BAND 0001575505 Bailey Brian D. C/O CARMICHAEL INVESTMENT PARTNERS LLC 4725 PIEDMONT ROW DR, STE 210 CHARLOTTE NC 28210 1 0 0 0 Class A Common Stock 2019-03-31 4 M 0 454 0.00 D 115058 I See footnotes Restricted Stock Units 2019-03-31 4 M 0 454 0.00 D Class A Common Stock 454 1361 I See footnote Following the transactions reported herein, consists of (i) 1,517 shares of Class A Common Stock held by Carmichael Investment Partners, LLC ("CIP"), (ii) 908 shares of Class A Common Stock held by Carmichael Investment Partners II, LLC ("CIP II"), (iii) 608 shares of Class A Common Stock held by Carmichael Investment Partners III, LLC ("CIP III" and, together with CIP and CIP II, the "Carmichael Entities"), (iv) 106,329 shares of Class A Common Stock held directly by Carmichael Bandwidth, LLC and (v) 5,696 shares of Class A Common Stock held directly by Brian D. Bailey. Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefit with respect to 4,121 shares held by Mr. Bailey. 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 or their pecuniary interest therein. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock. On January 2, 2019, the Reporting Person was granted 1,815 Restricted Stock Units which vest in four equal quarterly installments beginning beginning on March 31, 2019. Represents Restricted Stock Units held directly by Brian D. Bailey. Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefits of such Restricted Stock Units. /s/ Brian D. Bailey 2019-04-02