Statement of Changes in Beneficial Ownership (4)
01 Februar 2021 - 10:03PM
Edgar (US Regulatory)
FORM 4
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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).
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
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1. Name and Address of Reporting Person
*
Morken David A. |
2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc.
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BAND
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO |
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(Last)
(First)
(Middle)
C/O BANDWIDTH INC., 900 MAIN CAMPUS DRIVE, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/12/2019 |
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(Street)
RALEIGH, NC 27606
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Class B Common Stock | (1) | 6/12/2019 | | G | | | 13000 | (1) | (1) | Class A Common Stock | 13000.0 | $0 | 1616075 (2) | D | |
| Class B Common Stock | (1) | 1/29/2020 | | G |
V
| | 150000 | (1) | (1) | Class A Common Stock | 150000.0 | $0 | 1466075 (2) | D | |
| Class B Common Stock | (1) | 2/7/2020 | | G |
V
| | 100000 | (1) | (1) | Class A Common Stock | 100000.0 | $0 | 1366075 (2) | D | |
| Class B Common Stock | (1) | 5/22/2020 | | G |
V
| | 91200 | (1) | (1) | Class A Common Stock | 91200.0 | $0 | 1274875 (2) | D | |
| Class B Common Stock | (1) | 6/12/2020 | | G |
V
| | 125000 | (1) | (1) | Class A Common Stock | 125000.0 | $0 | 1149875 (2) | D | |
| Explanation of Responses: |
| (1) | The shares of Class B common stock are convertible in to Class A common stock on a 1-to-1 basis at the option of the holder and have no expiration date. |
| (2) | The amounts reported in column 9 herein have been adjusted to (a) correct a scrivener's error resulting in an overstatement of the number of shares of Class B common stock reported on the Form 4 filed by the Reporting Person on March 14, 2019 and (b) to reflect the resignation of the Reporting Person as the trustee of a charitable remainder unitrust, resulting in the shares held by such trust no longer being reportable herein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Morken David A.
C/O BANDWIDTH INC.
900 MAIN CAMPUS DRIVE, SUITE 100
RALEIGH, NC 27606 | X | X | Chairman & CEO |
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Signatures
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| /s/ W. Christopher Matton, Attorney-in-Fact for David A. Morken | | 2/1/2021 |
| **Signature of Reporting Person | Date |
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