FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Carmichael Bandwidth LLC 		2. Issuer Name and Ticker or Trading Symbol

Bandwidth Inc. [ BAND ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CARMICHAEL PARTNERS LLC, 4725 PIEDMONT ROW DR, STE 210 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/11/2018
(Street)

CHARLOTTE, NC 28210
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class A Common Stock   6/11/2018     S    593000   D $38.50   1191650   I   See footnotes   (1) (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Consists of 1,188,874 shares of Class A Common Stock held by Carmichael Investment Partners LLC ("CIP") and 2,776 shares of Class A Common Stock held directly by Brian D. Bailey.
(2)  Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefits of the shares held by Mr. Bailey.
(3)  Carmichael Bandwidth LLC is the managing member of each of Carmichael Investment Partners II, LLC ("CIP II"), Carmichael Investment Partners III, LLC ("CIP III" and, together with CIP and CIP II, 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carmichael Bandwidth LLC
C/O CARMICHAEL PARTNERS LLC
4725 PIEDMONT ROW DR, STE 210
CHARLOTTE, NC 28210
X

Bailey Brian D.
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DRIVE, SUITE 210
CHARLOTTE, NC 28210 		X X

Martin Kevin J
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DRIVE, SUITE 210
CHARLOTTE, NC 28210
X

Carmichael Partners LLC
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DRIVE, SUITE 210
CHARLOTTE, NC 28210
X

Carmichael Investment Partners, LLC
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DRIVE, SUITE 210
CHARLOTTE, NC 28210
X

Carmichael Investment Partners II, LLC
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DRIVE, SUITE 210
CHARLOTTE, NC 28210
X

Carmichael Investment Partners III, LLC
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DRIVE, SUITE 210
CHARLOTTE, NC 28210
X


Signatures
/s/ Brian D. Bailey 6/13/2018
** Signature of Reporting Person Date

/s/ W. Christopher Matton, Attorney-in-Fact for Kevin J. Martin 6/13/2018
** Signature of Reporting Person Date

Carmichael Bandwidth LLC By: /s/ Brian D. Bailey, Managing Partner 6/13/2018
** Signature of Reporting Person Date

Carmichael Partners LLC By: /s/ Brian D. Bailey, Managing Partner 6/13/2018
** Signature of Reporting Person Date

Carmichael Investment Partners LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner 6/13/2018
** Signature of Reporting Person Date

Carmichael Investment Partners II, LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner 6/13/2018
** Signature of Reporting Person Date

Carmichael Investment Partners III, LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner 6/13/2018
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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