Sec Form 4 Filing - Carmichael Bandwidth LLC @ Bandwidth Inc. - 2018-09-30

Insider filing report for Changes in Beneficial Ownership
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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 PARTNERS LLC, 4725 PIEDMONT ROW DR, STE 210
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2018
(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 09/30/2018 M 822 A $ 0 1,193,294 I See footnotes ( 1 ) ( 2 ) ( 3 )
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 ( 4 ) 09/30/2018 M 822 ( 5 ) ( 5 ) Class A Common Stock 822 $ 0 822 I See footnotes ( 2 ) ( 3 ) ( 6 )
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 DRIVE, SUITE 210
CHARLOTTE, NC28210
X X
Martin Kevin J
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DRIVE, SUITE 210
CHARLOTTE, NC28210
X
Carmichael Partners LLC
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DRIVE, SUITE 210
CHARLOTTE, NC28210
X
Carmichael Investment Partners, LLC
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DRIVE, SUITE 210
CHARLOTTE, NC28210
X
Carmichael Investment Partners II, LLC
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DRIVE, SUITE 210
CHARLOTTE, NC28210
X
Carmichael Investment Partners III, LLC
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DRIVE, SUITE 210
CHARLOTTE, NC28210
X
Signatures
/s/ Brian D. Bailey 10/02/2018
Signature of Reporting Person Date
/s/ Jeffrey A. Hoffman, Attorney-in-Fact for Kevin J. Martin 10/02/2018
Signature of Reporting Person Date
Carmichael Bandwidth LLC By: /s/ Brian D. Bailey, Managing Partner 10/02/2018
Signature of Reporting Person Date
Carmichael Partners LLC By: /s/ Brian D. Bailey, Managing Partner 10/02/2018
Signature of Reporting Person Date
Carmichael Investment Partners LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner 10/02/2018
Signature of Reporting Person Date
Carmichael Investment Partners II, LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner 10/02/2018
Signature of Reporting Person Date
Carmichael Investment Partners III, LLC, By: Carmichael Bandwidth LLC, its managing member, By: /s/ Brian D. Bailey, Managing Partner 10/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of 1,188,874 shares of Class A Common Stock held by Carmichael Investment Partners LLC ("CIP") and 4,420 shares of Class A Common Stock held directly by Brian D. Bailey.
( 2 )Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefits of such shares held by Mr. Bailey.
( 3 )Carmichael Bandwidth LLC is the managing member of each of Carmichael Investment Partners II, LLC ("CIP II"), Carmichael Investment Partners III, LLC ("CIP III" and, together with CIP and CIP II, 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.
( 4 )Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
( 5 )On January 24, 2018, the Reporting Person was granted 3,288 Restricted Stock Units which vest in four equal quarterly installments beginning on March 31, 2018.
( 6 )Represents Restricted Stock Units held directly by Brian D. Bailey.

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