Statement of Changes in Beneficial Ownership (4)
04 Januar 2023 - 10:47PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
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
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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)
12/31/2022 |
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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 | 12/31/2022 | | M | | 2164 | A | $0 | 9385 | D | |
| Class A Common Stock | 1/3/2023 | | S(1) | | 660 | D | $23.60 | 8725 | 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) | 12/31/2022 | | M | | | 919 | (3) | (3) | Class A Common Stock | 919.0 | $0 | 3674 | D | |
| Restricted Stock Units | (2) | 12/31/2022 | | M | | | 449 | (4)(5) | (4)(5) | Class A Common Stock | 449.0 | $0 | 901 | D | |
| Restricted Stock Units | (2) | 12/31/2022 | | M | | | 312 | (4)(6) | (4)(6) | Class A Common Stock | 312.0 | $0 | 311 | D | |
| Restricted Stock Units | (2) | 12/31/2022 | | M | | | 484 | (4)(7) | (6)(7) | Class A Common Stock | 484.0 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
| (2) | Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock. |
| (3) | On January 3, 2022, the Reporting Person was granted 7,349 Restricted Stock Units, half of which vest in four equal quarterly installments beginning on March 31, 2022, and the remainder vest in three equal annual installments beginning on January 3, 2024. |
| (4) | In connection with the Reporting Person's resignation, an aggregate of 1,245 restricted stock units granted to the Reporting Person and scheduled to vest on January 2, 2023 fully vested on December 31, 2022. |
| (5) | On January 2, 2021, the Reporting Person was granted 2,701 Restricted Stock Units, half of which vest in four equal quarterly installments beginning on March 31, 2021, and the remainder vest in three equal annual installments beginning on January 2, 2023. |
| (6) | On January 2, 2020, the Reporting Person was granted 1,246 Restricted Stock Units, which vest in four equal annual installments beginning on January 2, 2021. |
| (7) | On January 2, 2019, the Reporting Person was granted 1,936 Restricted Stock Units, which vest in three equal annual installments beginning on January 2, 2020. |
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/ Leah Webb, Attorney-in-Fact for Marina C. Carreker | | 1/4/2023 |
| **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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