Sec Form 4 Filing - Morken David A. @ Bandwidth Inc. - 2019-03-12

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 Morken David A. 2. Issuer Name and Ticker or Trading Symbol Bandwidth Inc. [ BAND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) C/O BANDWIDTH INC., 900 MAIN CAMPUS DRIVE, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2019 (Street) RALEIGH, NC27606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Call Option (obligation to sell) $ 5.8 03/12/2019 X 34,505 ( 1 ) 11/10/2020 Class B Common Stock 34,505 ( 2 ) 0 D Class B Common Stock ( 3 ) 03/12/2019 X 34,505 ( 3 ) ( 3 ) Class A Common Stock 34,505 ( 4 ) $ 0 2,497,983 D Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 250,000 250,000 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morken David A. C/O BANDWIDTH INC. 900 MAIN CAMPUS DRIVE, SUITE 500 RALEIGH, NC27606 X X Chairman & CEO Signatures /s/ W. Christopher Matton, Attorney-in-Fact for David A. Morken 03/14/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock option is currently exercisable. ( 2 )John Murdock acquired the option to purchase 34,505 shares of Class B common stock from the reporting person as partial consideration for Mr. Murdock's entry into a commercial agreement with the reporting person. ( 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 )The disposition of these shares in connection with the exercise of the option disclosed herein, was made in accordance with the the terms of the lock-up letter agreement executed by the reporting person on March 11, 2019. ( 5 )Represents shares held by the Chrishelle Dawn Morken Irrevocable GST Trust, of which the reporting person is the trustee.

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).

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