ThZeal - The Zeal

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bartolo Anthony

(Last)

(First)

(Middle)

C/O BANDWIDTH INC.

2230 BANDMATE WAY

(Street)

RALEIGH

27607

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [ BAND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/01/2024		M		26,096	A	$0	104,661	D
Class A Common Stock	07/01/2024		M		9,043	A	$0	113,704	D
Class A Common Stock	07/01/2024		M		27,491	A	$0	141,195	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	07/01/2024		M			26,096	⁽²⁾	⁽²⁾	Class A Common Stock	26,096	$0	26,096	D
Restricted Stock Units	⁽¹⁾	07/01/2024		M			9,043	⁽³⁾	⁽³⁾	Class A Common Stock	9,043	$0	9,043	D
Restricted Stock Units	⁽¹⁾	07/01/2024		M			27,491	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	27,491	$0	38,487	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Bandwidth Inc. (the "Company") Class A Common Stock.

2. On March 21, 2022, the Reporting Person was granted 104,384 RSUs, one fourth of which vested on the first and second anniversary of the date of grant and 26,096 of the remaining RSUs vested on July 1, 2024. Following the Reporting Person's last day of employment with the Company on July 1, 2024, the remaining 26,096 unvested RSUs were forfeited.

3. On November 28, 2022, the Reporting Person was granted 36,171 RSUs, one third of which vested on the first anniversary of the date of grant, 3,014 RSUs vested on each of February 28, 2024 and May 28, 2024, and 9,043 of the remaining RSUs vested on July 1, 2024. Following the Reporting Person's last day of employment with the Company on July 1, 2024, the remaining 9,043 unvested RSUs were forfeited.

4. On November 28, 2023, the Reporting Person was granted 65,978 RSUs, 27,491 RSUs vested on July 1, 2024. Following the Reporting Person's last day of employment with the Company on July 1, 2024, the remaining 38,487 unvested RSUs were forfeited.

Remarks:

	/s/ Leah Webb, Attorney-in-Fact for Anthony F. Bartolo	07/03/2024
	** 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 4 (b)(v).
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