0001445546-20-000841.txt : 20200213 0001445546-20-000841.hdr.sgml : 20200213 20200213125436 ACCESSION NUMBER: 0001445546-20-000841 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90209 FILM NUMBER: 20608553 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOWEN JAMES A CENTRAL INDEX KEY: 0001241109 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O FIRST TRUST ADVISORS LP STREET 2: 120 EAST LIBERTY DRIVE, SUITE 400 CITY: WHEATON STATE: IL ZIP: 60187 SC 13G/A 1 bandwidth13ga.txt AMENDMENT TO SCHEDULE 13G UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bandwidth Inc. ------------------------------------------------ (Name of Issuer) Class A Common Stock Class B Common Stock ------------------------------ (Title of Class of Securities) 05988J103 -------------- (CUSIP Number) December 31, 2019 ------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons (entities only): James A. Bowen: First Trust Capital Partners LLC: 68-0635954 FT Bandwidth Ventures, LLC: 77-0673468 FT Bandwidth Ventures II, LLC: 39-2068552 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization of each Reporting Person: Illinois, U.S.A. Number 5. Sole Voting Power: of Shares Benefi- cially Owned Such shares of Class A Common Stock and Class B Common Stock by Each (as such terms are defined herein) are held by the following Reporting entities in the respective amounts listed: Person With: James A. Bowen: Class B Common Stock-- 751,356 James A. Bowen: Class A Common Stock-- 13,113 First Trust Capital Partners LLC: Class A Common Stock-- 0 First Trust Capital Partners LLC: Class B Common Stock-- 152,648 FT Bandwidth Ventures, LLC: Class A Common Stock-- 7 FT Bandwidth Ventures II, LLC: Class A Common Stock-- 6 6. Shared Voting Power: 0 7. Sole Dispositive Power: James A. Bowen: Class B Common Stock-- 751,356 James A. Bowen: Class A Common Stock-- 13,113 First Trust Capital Partners LLC: Class A Common Stock-- 0 First Trust Capital Partners LLC: Class B Common Stock-- 152,648 FT Bandwidth Ventures, LLC Class A Common Stock-- 7 FT Bandwidth Ventures II, LLC: Class A Common Stock-- 6 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: Such shares are held by the following entities in the respective amounts listed: James A. Bowen: Class B Common Stock-- 751,356 James A. Bowen: Class A Common Stock-- 13,113 First Trust Capital Partners LLC: Class A Common Stock-- 0 First Trust Capital Partners LLC: Class B Common Stock-- 152,648 FT Bandwidth Ventures, LLC: Class A Common Stock-- 7 FT Bandwidth Ventures II, LLC: Class A Common Stock-- 6 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11. Percent of Class Represented by Amount in Row 9 (in the aggregate): Class A - 4.7%* 12. Type of Reporting Person (See Instructions) James A. Bowen: IN First Trust Capital Partners LLC: OO FT Bandwidth Ventures, LLC: OO FT Bandwidth Ventures II, LLC: OO *This is a joint filing among the Reporting Persons. Beneficial ownership percentage is being reported herein in terms of voting percentage and is based on 18,564,427 outstanding shares of Class A Common Stock, $0.001 par value per share ("Class A Common Stock"), of Bandwidth Inc., a Delaware corporation (the "Company"), and 4,927,400 outstanding shares of Class B Common Stock, $0.001 per value per share ("Class B Common Stock"), of the Company, based on information reported by the Company in its Form 10-Q for the quarter ended September 30, 2019. The holders of shares of Class A Common Stock are entitled to one vote per share, and the holders of shares of Class B Common Stock are entitled to 10 votes per share, each on any matter that is submitted to the stockholders of the Company. The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock of the Company on a one-for-one basis and, subject to certain limited exceptions, upon a transfer of the shares of Class B Common Stock. The Reporting Persons hold both Class A Common Stock and Class B Common Stock as indicated. The percentage presented in Section 11 - Percentage of Class Represented by Amount in Row 9 is presented as a percentage of the outstanding shares of Class A Common Stock and is calculated assuming the conversion of all of the shares of Class B Common Stock held by the Reporting Persons but no conversion of any other shares of Class B Common Stock. The Reporting Persons do not take any responsibility for the accuracy of the information upon which this percentage is calculated. ITEM 1. (a) Name of Issuer: Bandwidth Inc. (the "Company") (b) Address of Issuer's Principal Executive Offices 900 Main Campus Drive Raleigh, NC 27606 USA ITEM 2. (a) Name of Person Filing James A. Bowen First Trust Capital Partners LLC FT Bandwidth Ventures, LLC FT Bandwidth Ventures II, LLC (b) Address of Principal Business Office or, if none, Residence James A. Bowen 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 First Trust Capital Partners LLC 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 FT Bandwidth Ventures, LLC 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 FT Bandwidth Ventures II, LLC 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 (c) Citizenship of each Reporting Person: Mr. Bowen is a citizen of the U.S.A. The other Reporting Persons are organized under the laws of the State of Illinois and have a principal place of business in Illinois, USA. (d) Title of Class of Securities Class A Common Stock, $0.001 par value per share Class B Common Stock, $0.001 par value per share (e) CUSIP Number 05988J103* *This CUSIP Number is for the Class A Common Stock into which the shares of Class B Common Stock held by the Reporting Persons are convertible. ITEM 3. If this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) An investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E); (f) An employee benefit plant or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G); (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) A non-U.S. institution in accordance with Sec. 240.13d-1 (b)(1)(ii)(J); (k) Group, in accordance with Sec. 240.13d-1(b)1(ii)(K). If filing as a non-U.S. institution in accordance with Sec. 204.13d-1(b)(1)(ii)(J), please specify the type of institution:__________________________________________________ ITEM 4. Ownership As reported on the cover pages to this Schedule 13G, information with respect to each of the Reporting Persons is as follows: James A. Bowen (a) Amount Beneficially Owned: Class B Common Stock 751,356* Class A Common Stock 13,113* (b) Percent of Class: Class A - 3.9%* (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote: Class B Common Stock 751,356* Class A Common Stock 13,113* (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of: Class B Common Stock 751,356* Class A Common Stock 13,113* (iv) shared power to dispose or to direct the disposition of: 0 First Trust Capital Partners LLC (a) Amount Beneficially Owned: Class A Common Stock 0* Class B Common Stock 152,648* (b) Percent of Class: Class A - 0.78%* (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote: Class A Common Stock 0* Class B Common Stock 152,648* (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of: Class A Common Stock 0* Class B Common Stock 152,648* (iv) shared power to dispose or to direct the disposition of: 0 FT Bandwidth Ventures, LLC (a) Amount Beneficially Owned: Class A Common Stock 7* (b) Percent of Class: --%* (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote: Class A Common Stock 7* (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of: Class A Common Stock 7* (iv) shared power to dispose or to direct the disposition of: 0 FT Bandwidth Ventures II, LLC (a) Amount Beneficially Owned: Class A Common Stock 6* (b) Percent of Class: --%* (c) Number of Shares as to which the person has: (i) sole power to vote or to direct the vote: Class A Common Stock 6* (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of: Class A Common Stock 6* (iv) shared power to dispose or to direct the disposition of: 0 *This is a joint filing among the Reporting Persons. Beneficial ownership percentage is being reported herein in terms of voting percentage and is based on 18,564,427 outstanding shares of Class A Common Stock of the Company, and 4,927,400 outstanding shares of Class B Common Stock of the Company, based on information reported by the Company in its Form 10-Q for the quarter ended September 30, 2019. The holders of shares of Class A Common Stock are entitled to one vote per share, and the holders of shares of Class B Common Stock are entitled to 10 votes per share, each on any matter that is submitted to the stockholders of the Company. The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock of the Company on a one-for-one basis and, subject to certain limited exceptions, upon a transfer of the shares of Class B Common Stock. The Reporting Persons hold both Class A Common Stock and Class B Common Stock as indicated. The percentages presented in Item 4 are presented as a percentage of the outstanding shares of Class A Common Stock and are calculated assuming the conversion of all of the shares of Class B Common Stock held by the Reporting Persons but no conversion of any other shares of Class B Common Stock. The Reporting Persons do not take any responsibility for the accuracy of the information upon which these percentages are calculated. ITEM 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. ITEM 6. Ownership of More than Five Percent on Behalf of Another Person This Schedule 13G filing is being jointly filed by James A. Bowen, First Trust Capital Partners LLC, FT Bandwidth Ventures, LLC and FT Bandwidth Ventures II, LLC (collectively, the "Reporting Persons") pursuant to Rule 13d-1(k)(1). Mr. Bowen is the President of the manager of First Trust Capital Partners LLC and the Chief Executive Officer of the manager of each of FT Bandwidth Ventures, LLC and FT Bandwidth Ventures II, LLC. Each Reporting Person disclaims beneficial ownership of the shares of the issuer of each other Reporting Person identified in this filing except to the extent of such Reporting Person's pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner thereof. ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person Not applicable. ITEM 9. Notice of Dissolution of Group Not applicable. ITEM 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under Sec. 240.14a-11. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. JAMES A. BOWEN FIRST TRUST CAPITAL PARTNERS LLC, FT BANDWIDTH VENTURES, LLC FT BANDWIDTH VENTURES II, LLC Date: February 13,2020 By: /s/ James M. Dykas ----------------------------------- Name: James M. Dykas Title: As attorney-in-fact for James A. Bowen and as Chief Financial Officer of the manager of each of First Trust Capital Partners LLC, FT Bandwidth Ventures, LLC, and FT Bandwidth Ventures II, LLC EX-99 2 exhibit99_1.txt JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto. Date: February 13, 2018 JAMES A. BOWEN FIRST TRUST CAPITAL PARTNERS LLC, FT BANDWIDTH VENTURES, LLC FT BANDWIDTH VENTURES II, LLC By: /s/ James M. Dykas ----------------------------------------- Name: James M. Dykas Title:As attorney-in-fact for James A. Bowen and as Chief Financial Officer of the manager of each of First Trust Capital Partners LLC, FT Bandwidth Ventures, LLC, and FT Bandwidth Ventures II, LLC EX-99 3 exhibit99_2.txt POWER OF ATTORNEY EXHIBIT 99. 2 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of W. Scott Jardine, Kristi A. Maher, Erin E. Klassman, James M. Dykas and Eric F. Fess, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, employee, trustee, and/or deemed beneficial owner of ten percent or greater of any company with a class of securities registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended (each a "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, including a Form ID, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's sole discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company or Chapman and Cutler LLP assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. In consideration of the attorneys-in-fact acting on the undersigned's behalf pursuant to this Power of Attorney, the undersigned hereby agrees to indemnify and hold harmless each attorney-in-fact, each substitute attorney-in-fact, and each of their respective heirs, executors, legal representatives, successors, and assigns from and against the entirety of any and all losses, claims, causes of action, damages, fines, defense costs, amounts paid in settlement, liabilities, and expenses, including reasonable attorneys' fees and expenses (collectively, "Losses"), relating to or arising out of the exercise of this Power of Attorney by any such attorney-in-fact or substitute attorney-in-fact, and will reimburse each such indemnified person for all Losses as they are incurred by such indemnified person in connection with any pending or threatened claim, action, suit, proceeding, or investigation with which such indemnified person is or is threatened to be made a party. The undersigned will not, however, be responsible for any Losses that are finally determined by a court of competent jurisdiction to have resulted solely from an attorney-in-fact's or substitute attorney-in-fact's bad faith or willful misconduct. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities requiring such filings, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 28, 2017. /s/ James A. Bowen -------------------------------- James A. Bowen