Sec Form 4 Filing - Carmichael Bandwidth LLC @ Bandwidth Inc. - 2017-12-29

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Carmichael Bandwidth LLC 2. Issuer Name and Ticker or Trading Symbol Bandwidth Inc. [ BAND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CARMICHAEL INVESTMENT PARTNERS LLC, 4725 PIEDMONT ROW DR, STE 210 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2017 (Street) CHARLOTTE, NC28210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Warrants $ 6.57 12/29/2017 X 2,027 ( 1 ) 01/19/2018 Class B Common Stock 2,027 $ 0 0 I See footnotes ( 2 ) ( 5 ) Class B Common Stock ( 3 ) 12/29/2017 X 2,027 ( 3 ) ( 3 ) Class A Common Stock 2,027 $ 0 2,092,338 I See footnotes ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carmichael Bandwidth LLC C/O CARMICHAEL INVESTMENT PARTNERS LLC 4725 PIEDMONT ROW DR, STE 210 CHARLOTTE, NC28210 X Bailey Brian D. C/O CARMICHAEL INVESTMENT PARTNERS LLC, 4725 PIEDMONT ROW DR, STE 210 CHARLOTTE, NC28210 X X Martin Kevin J C/O CARMICHAEL INVESTMENT PARTNERS LLC, 4725 PIEDMONT ROW DR, STE 210 CHARLOTTE, NC28210 X Carmichael Partners LLC C/O CARMICHAEL INVESTMENT PARTNERS LLC, 4725 PIEDMONT ROW DR, STE 210 CHARLOTTE, NC28210 X Carmichael Investment Partners, LLC C/O CARMICHAEL INVESTMENT PARTNERS LLC, 4725 PIEDMONT ROW DR, STE 210 CHARLOTTE, NC28210 X Carmichael Investment Partners II, LLC C/O CARMICHAEL INVESTMENT PARTNERS LLC, 4725 PIEDMONT ROW DR, STE 210 CHARLOTTE, NC28210 X Carmichael Investment Partners III, LLC C/O CARMICHAEL INVESTMENT PARTNERS LLC, 4725 PIEDMONT ROW DR, STE 210 CHARLOTTE, NC28210 X Signatures /s/ Brian D. Bailey 01/03/2018 Signature of Reporting Person Date /s/ W. Christopher Matton, Attorney-in-fact for Kevin J. Martin 01/03/2018 Signature of Reporting Person Date Carmichael Bandwidth LLC By: /s/ Brian D. Bailey, Managing Partner 01/03/2018 Signature of Reporting Person Date Carmichael Partners LLC By: /s/ Brian D. Bailey, Managing Partner 01/03/2018 Signature of Reporting Person Date Carmichael Investment Partners LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner 01/03/2018 Signature of Reporting Person Date Carmichael Investment Partners II, LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner 01/03/2018 Signature of Reporting Person Date Carmichael Investment Partners III, LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner 01/03/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The warrants are currently exercisable. ( 2 )Consists of 2,027 warrants held by Carmichael Investment Partners LLC ("CIP"). ( 3 )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. ( 4 )Consists of (i) 1,781,874 shares of Class B common stock held by CIP, (ii) 178,572 shares of Class B common stock held by Carmichael Investment Partners II, LLC ("CIP II"), (iii) 123,142 shares of Class B common stock held by Carmichael Investment Partners III, LLC ("CIP III" and, together with CIP and CIP II, the "Carmichael Entities") and (iv) 8,750 shares of Class B common stock held by Carmichael Partners LLC. ( 5 )Carmichael Bandwidth LLC is the managing member of each of the Carmichael Entities. Brian D. Bailey and Kevin J. Martin are the managing partners of Carmichael Bandwidth LLC and Carmichael Partners LLC and share voting and dispositive power with respect to the shares held by the Carmichael Entities and Carmichael Partners LLC. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its or their pecuniary interest therein.

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).

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