Sec Form 4 Filing - Carmichael Bandwidth LLC @ Bandwidth Inc. - 2018-01-24

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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 PARTNERS LLC, 4725 PIEDMONT ROW DR, STE 210 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2018 (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 Class A Common Stock 01/24/2018 A 379 A $ 0 379 I See footnote ( 1 )

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 Restricted Stock Units ( 2 ) 01/24/2018 A 3,288 ( 3 ) ( 3 ) Class A Common Stock 3,288 $ 0 3,288 I See footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carmichael Bandwidth LLC C/O CARMICHAEL 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 01/26/2018 Signature of Reporting Person Date /s/ Jeffrey A. Hoffman, Attorney-in-Fact for Kevin J. Martin 01/26/2018 Signature of Reporting Person Date Carmichael Bandwidth LLC By: /s/ Brian D. Bailey, Managing Partner 01/26/2018 Signature of Reporting Person Date Carmichael Partners LLC By: /s/ Brian D. Bailey, Managing Partner 01/26/2018 Signature of Reporting Person Date Carmichael Investment Partners LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner 01/26/2018 Signature of Reporting Person Date Carmichael Investment Partners II, LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner 01/26/2018 Signature of Reporting Person Date Carmichael Investment Partners III, LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner 01/26/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Restricted Stock Units held directly by Brian D. Bailey. Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefits of such Restricted Stock Units. ( 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 four equal quarterly installments beginning on March 31, 2018.

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 Number.