Amended Statement of Ownership (sc 13g/a)
12 Februar 2019 - 11:32PM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule
13d-102)
Information to be Included in Statements Filed Pursuant
to §
240.13d-1(b),
(c) and (d) and Amendments Thereto Filed
Pursuant to §
240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Bandwidth
Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
05988J103
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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CUSIP No. 05988J103
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Schedule 13G
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Page 1 of 13
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1
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Names of
Reporting Persons
Carmichael Investment Partners, LLC
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
1,517
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
1,517
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,517
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount
in Row 9
Less than 0.1%
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12
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Type of Reporting Person
OO (Delaware limited liability company)
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CUSIP No. 05988J103
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Schedule 13G
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Page 2 of 13
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1
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Names of
Reporting Persons
Carmichael Investment Partners II, LLC
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
908
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
908
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
908
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount
in Row 9
Less than 0.1%
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12
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Type of Reporting Person
OO (Delaware limited liability company)
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CUSIP No. 05988J103
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Schedule 13G
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Page 3 of 13
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1
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Names of
Reporting Persons
Carmichael Investment Partners III, LLC
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
608
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
608
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
608
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount
in Row 9
Less than 0.1%
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12
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Type of Reporting Person
OO (Delaware limited liability company)
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CUSIP No. 05988J103
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Schedule 13G
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Page 4 of 13
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1
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Names of
Reporting Persons
Carmichael Partners LLC
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
North
Carolina
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
8,750
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
8,750
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,750
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount
in Row 9
0.1%
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12
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Type of Reporting Person
OO (Delaware limited liability company)
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CUSIP No. 05988J103
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Schedule 13G
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Page 5 of 13
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1
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Names of
Reporting Persons
Carmichael Bandwidth LLC
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
North
Carolina
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
297,147
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6
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Shared Voting Power
3,033
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7
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Sole Dispositive Power
297,147
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8
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Shared Dispositive Power
3,033
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
300,180
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount
in Row 9
2.3%
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12
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Type of Reporting Person
OO (Delaware limited liability company)
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CUSIP No. 05988J103
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Schedule 13G
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Page 6 of 13
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1
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Names of
Reporting Persons
Brian D. Bailey
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
5,242
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6
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Shared Voting Power
308,930
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7
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Sole Dispositive Power
5,242
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8
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Shared Dispositive Power
308,930
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
314,172
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount
in Row 9
2.4%
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12
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Type of Reporting Person
IN
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CUSIP No. 05988J103
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Schedule 13G
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Page 7 of 13
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1
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Names of
Reporting Persons
Kevin J. Martin
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
1,575
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6
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Shared Voting Power
308,930
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7
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Sole Dispositive Power
1,575
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8
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Shared Dispositive Power
308,930
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
310,505
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by Amount
in Row 9
2.4%
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12
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Type of Reporting Person
IN
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CUSIP No. 05988J103
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Schedule 13G
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Page 8 of 13
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ITEM 1. (a) Name of Issuer:
Bandwidth Inc. (the Issuer)
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(b)
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Address of Issuers Principal Executive Offices:
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900 Main Campus Drive, Raleigh, NC 27606.
ITEM 2. (a) Name of Person Filing:
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the
Reporting Persons. This statement is filed on behalf of:
Carmichael Investment Partners, LLC (CIP)
Carmichael Investment Partners II, LLC (CIP II)
Carmichael Investment Partners III, LLC (CIP III)
Carmichael Partners LLC (CP)
Carmichael Bandwidth LLC (CB)
Brian D. Bailey
Kevin J.
Martin
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(b)
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Address or Principal Business Office:
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The business address of each of the Reporting Persons is c/o Carmichael Investment Partners, LLC, 4725 Piedmont Row Dr., Suite
210, Charlotte, NC 28210.
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(c)
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Citizenship of each Reporting Person is:
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Each of CIP, CIP II, and CIP III are organized in the State of Delaware. CP and CB are organized in the State of North
Carolina. Brian D. Bailey and Kevin J. Martin are citizens of the United States.
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(d)
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Title of Class of Securities:
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Class A Common Stock, par value $0.001 per share, (Class A Common Stock).
05988J103
Not applicable.
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CUSIP No. 05988J103
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Schedule 13G
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Page 9 of 13
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The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of
December 31, 2018, based upon 12,898,762 shares of Class A Common Stock outstanding as of December 14, 2018 and assumes the conversion of the Class B Common Stock, par value $0.001 per share (Class B Common
Stock) of the Issuer held by the Reporting Persons into shares of Class A Common Stock of the Issuer on a
one-to-one
basis.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class:
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Sole
power
to vote
or to
direct
the vote:
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Shared
power to
vote or
to
direct
the
vote:
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Sole
power to
dispose or
to direct
the
disposition
of:
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Shared
power to
dispose or
to direct
the
disposition
of:
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Carmichael Investment Partners, LLC
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1,517
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*
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0
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1,517
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0
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1,517
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Carmichael Investment Partners II, LLC
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908
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*
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0
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908
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0
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908
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Carmichael Investment Partners III, LLC
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608
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*
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0
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608
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0
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608
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Carmichael Partners LLC
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8,750
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0.1
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%
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0
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8,750
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0
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8,750
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Carmichael Bandwidth LLC
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300,180
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2.3
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%
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297,147
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3,033
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297,147
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3,033
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Brian D. Bailey
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314,172
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2.4
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%
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5,242
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308,930
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5,242
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308,930
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Kevin J. Martin
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310,505
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2.4
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%
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1,575
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308,930
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1,575
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308,930
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CIP is the record holder of 1,517 shares of Class A Common Stock. CIP II is the record holder of 908 shares of
Class A Common Stock. CIP III is the record holder of 608 shares of Class A Common Stock. CP is the record holder of 8,750 shares of Class B Common Stock and CB is the record holder of 297,147 shares of Class A Common Stock. CB
is the managing member of each of CIP, CIP II and CIP III and may be deemed to share beneficial ownership of the securities held of record by CIP, CIP II, and CIP III. Brian D. Bailey and Kevin J. Martin are the managing partners of CB and CP and
may be deemed to share beneficial ownership of the securities beneficially owned by CB and CP.
Mr. Bailey is also the
record holder of 5,242 shares of Class A Common Stock and Mr. Martin is the record holder of 1,575 shares of Class A Common Stock.
ITEM 5.
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Ownership of Five Percent or Less of a Class.
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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.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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CUSIP No. 05988J103
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Schedule 13G
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Page 10 of 13
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ITEM 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company.
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Not applicable.
ITEM 8.
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Identification and Classification of Members of the Group.
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Not applicable.
ITEM 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
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CUSIP No. 05988J103
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Schedule 13G
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Page 11 of 13
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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.
Date
: February 12, 2019
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Carmichael Investment Partners, LLC
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By: Carmichael Bandwidth LLC, its managing member
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By:
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/s/ Brian D. Bailey
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Name:
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Brian D. Bailey
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Title:
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Managing Partner
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Carmichael Investment Partners II, LLC
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By: Carmichael Bandwidth LLC, its managing member
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By:
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/s/ Brian D. Bailey
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Name:
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Brian D. Bailey
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Title:
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Managing Partner
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Carmichael Investment Partners III, LLC
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By: Carmichael Bandwidth LLC, its managing member
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By:
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/s/ Brian D. Bailey
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Name:
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Brian D. Bailey
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Title:
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Managing Partner
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Carmichael Partners LLC
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By:
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/s/ Brian D. Bailey
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Name:
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Brian D. Bailey
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Title:
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Managing Partner
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Carmichael Bandwidth LLC
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By:
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/s/ Brian D. Bailey
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Name:
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Brian D. Bailey
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Title:
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Managing Partner
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CUSIP No. 05988J103
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Schedule 13G
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Page 12 of 13
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Brian D. Bailey
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By:
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/s/ Brian D. Bailey
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Kevin J. Martin
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By:
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/s/ Kevin J. Martin
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CUSIP No. 05988J103
|
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Schedule 13G
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Page 13 of 13
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LIST OF EXHIBITS
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Exhibit No.
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Description
|
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99
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Joint Filing Agreement (incorporated by reference to the Schedule 13G filed by the Reporting Persons on February 13, 2018).
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