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* Agarwal Devesh (Last) (First) (Middle) C/O BANDWIDTH INC. 2230 BANDMATE WAY (Street) RALEIGH NC 27607 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/01/2024	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) See Remarks	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	19,547	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	22,111	(2)	D
Restricted Stock Units	(3)	(3)	Class A Common Stock	12,919	(2)	D
Restricted Stock Units	(4)	(4)	Class A Common Stock	47,127	(2)	D

Explanation of Responses:

1. On August 8, 2022, the Reporting Person was granted 29,481 Restricted Stock Units ("RSUs"), which vest in four equal annual installments beginning on August 8, 2023.

2. Each RSU represents a contingent right to receive one share of Bandwidth Inc. Class A Common Stock.

3. On November 28, 2022, the Reporting Person was granted 25,837 RSUs, one third of which vested on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2024.

4. On November 28, 2023, the Reporting Person was granted 47,127 RSUs, one third of which vest on the first anniversary of the date of grant and the remaining shares vest in eight equal quarterly installments beginning on February 28, 2025.

Remarks:

Chief Software Strategy Officer and Interim Chief Operating Officer

	/s/ Leah Webb, Attorney-in-Fact for Devesh Agarwal	07/11/2024
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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