CUSIP
No. 05988J103
|
SCHEDULE 13G
|
Page 10
of 14 Pages
|
Item 1.
|
|
(a) Name of Issuer
|
Bandwidth Inc.
Item 1.
|
|
(b) Address of Issuer’s Principal
Executive Offices
|
900 Main Campus Drive, Raleigh, NC 27606
Item 2.
|
|
(a, b, c) Names of Person Filing, Address
of
Principal
Business Office, Citizenship:
|
Summit
Partners Public Asset Management, LLC (“SPPAM”)
, the investment manager with respect to the shares
directly held by Summit Partners Concentrated Growth L/S Master Fund, L.P. (the “Fund”). SPPAM is a Delaware
limited liability company located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Summit
Partners, L.P. (“SP”)
, the Managing Member of SPPAM, with respect to the shares
directly held by the Fund. SP is a Delaware limited partnership located at 222 Berkeley Street, 18th
Floor, Boston, MA 02116.
Summit
Partners Concentrated Growth L/S Master Fund, L.P.
, a Cayman Islands limited partnership, with respect to the
shares directly owned by it. The Fund’s registered office is c/o Walker Corporate Limited, Cayman Corporate Centre, 27
Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
Summit
Partners Alydar GP, L.P. (“Fund GP”)
, the general partner of the Fund with respect to the shares directly held
by the Fund. Fund GP is a Delaware limited partnership located at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Summit
Partners Alydar GP, LLC (“GP”)
, the general partner of Fund GP with respect to the
shares directly held by the Fund. GP is a Delaware limited liability company located at 222 Berkeley Street, 18th Floor,
Boston, MA 02116.
Philip
Furse
, the Chief Investment Officer of SPPAM and a Portfolio Manager of the Fund with respect to the shares directly
held by the Fund. Mr. Furse is a United States Citizen with a business address at 222 Berkeley Street, 18th Floor, Boston,
MA 02116.
Timothy
Albright
, a Portfolio Manager of SPPAM with respect to the shares directly held by the Fund. Mr. Albright is a
United States Citizen with a business address at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
Robert
MacAulay
, the Chief Risk Officer of SPPAM with respect to the shares directly held
by the Fund. Mr. MacAulay is a United States Citizen with a business address at 222 Berkeley Street, 18th Floor, Boston, MA 02116.
The
foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
Item 2.
|
|
(d) Title of Class of Securities
|
Class
A Common Stock, par value $.0001 per share (the “Common Stock”)
05988J103
CUSIP No. 05988J103
|
SCHEDULE 13G
|
Page 11
of 14 Pages
|
|
Item 3. If
this statement is filed pursuant to §§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)
|
o
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
¨
|
A savings associations 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 §240.13d-1(b)(1)(ii)(J);
|
|
|
(k)
|
¨
|
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
|
|
|
|
Not Applicable
CUSIP
No. 05988J103
|
SCHEDULE 13G
|
Page
12 of 14 Pages
|
Item
4. Ownership
Information
with respect to the Reporting Persons' ownership of the Common Stock as of July 2, 2018 is incorporated by reference to items
(5) - (9) and (11) of the cover page of the respective Reporting Person.
The
percentage of beneficial ownership is determined by dividing the number of shares of Common Stock beneficially owned by
the Reporting Persons, 212,869, by 4,207,908, the number of shares of Common Stock issued and outstanding as of April 30,
2018, as the Issuer reported in its Form 10-Q for the quarterly period ended March 31, 2018 filed with the SEC on May 5,
2018.
By
virtue of the affiliate relationships among the Reporting Persons and by virtue of Mr. Furse being the Chief
Investment Officer of SPPAM and a Portfolio Manager of the Fund, Mr. Albright being a Portfolio Manager of SPPAM and Mr.
MacAulay being the Chief Risk Officer of SPPAM, each Reporting Person may be deemed to own beneficially all of the 212,869
shares of Common Stock as of July 2, 2018. Each of the Reporting Persons expressly disclaims
beneficial ownership of any shares of Common Stock, except for the Fund with respect to the shares and warrants held of
record by it and except to the extent of its pecuniary interest therein.
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 [ ].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
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
8. Identification and Classification of Members of the Group
Not Applicable.
Item
9. Notice of Dissolution of Group
Not Applicable.
Item
10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
CUSIP No. 05988J103
|
SCHEDULE 13G
|
Page
13 of 14 Pages
|
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.
Dated: July 2, 2018
|
|
Summit Partners Public Asset Management, LLC
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, Chief Compliance Officer
|
|
|
|
|
|
Summit
Partners, L.P.
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, Authorized Person
|
|
|
|
|
|
Summit Partners Concentrated Growth L/S Master Fund, L.P.
By:
Summit
Partners Alydar GP, L.P., its general partner
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, Authorized Person
|
|
|
|
|
|
Summit
Partners Alydar GP, L.P.
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, Authorized Person
|
|
|
|
|
|
Summit
Partners Alydar GP, LLC
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, Authorized Person
|
|
Philip C. Furse
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, POA for Philip C. Furse
|
|
Timothy K. Albright
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, POA for Timothy K. Albright
|
|
Robert E. MacAulay
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, POA for Robert E. MacAulay
|
CUSIP No. 05988J103
|
SCHEDULE 13G
|
Page 14
of 14 Pages
|
Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: July 2, 2018
|
|
Summit Partners Public Asset Management, LLC
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, Chief Compliance Officer
|
|
|
|
|
|
Summit
Partners, L.P.
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, Authorized Person
|
|
|
|
|
|
Summit Partners Concentrated Growth L/S Master Fund, L.P.
By:
Summit
Partners Alydar GP, L.P., its general partner
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, Authorized Person
|
|
|
|
|
|
Summit
Partners Alydar GP, L.P.
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, Authorized Person
|
|
|
|
|
|
Summit
Partners Alydar GP, LLC
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, Authorized Person
|
|
|
|
|
|
Philip C. Furse
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, POA for Philip C. Furse
|
|
Timothy K. Albright
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, POA for Timothy K. Albright
|
|
Robert E. MacAulay
|
|
|
|
|
|
By:
|
/s/
Robin W. Devereux
|
|
|
Robin W. Devereux, POA for Robert E. MacAulay
|