Statement of Changes in Beneficial Ownership (4)
16 März 2021 - 9:16PM
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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3235-0287
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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
*
Carreker Marina C. |
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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President |
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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)
3/13/2021 |
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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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| Class A Common Stock | 3/13/2021 | | M | | 612 | A | $0 | 1136 | D | |
| Class A Common Stock | 3/13/2021 | | F | | 182 | D | $127.72 | 954 (1) | D | |
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 |
| Restricted Stock Units | (2) | 3/13/2021 | | M | | | 612 | (3) | (3) | Class A Common Stock | 612.0 | $0 | 612 | D | |
| Explanation of Responses: |
| (1) | This filing relates to the occurrence of a RSU vesting event and associated withholding of shares by the Company to cover the Reporting Person's tax obligations. The shares of Class A Common Stock reported herein remain subject to a lock-up agreement with the initial purchasers of $250 million principal amount of 0.50% convertible senior notes due 2028. |
| (2) | Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock. |
| (3) | The Restricted Stock Units vest in two equal annual installments beginning on March 13, 2021. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Carreker Marina C.
C/O BANDWIDTH INC.
900 MAIN CAMPUS DRIVE, SUITE 100
RALEIGH, NC 27606 |
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| President |
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Signatures
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| /s/ W. Christopher Matton, Attorney-in-Fact for Marina C. Carreker | | 3/16/2021 |
| **Signature of Reporting Person | Date |
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