Sec Form 4 Filing - BOWEN JAMES A @ Bandwidth Inc. - 2018-06-28

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 BOWEN JAMES A 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 FIRST TRUST ADVISORS LP, 120 EAST LIBERTY DRIVE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2018 (Street) WHEATON, IL60187 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 Class B Common Stock ( 1 ) 1,101,356 D Class B Common Stock ( 1 ) 06/28/2018 J( 2 ) 369,171 D $ 0 178,573 I See footnote ( 3 ) Class A Common Stock 06/28/2018 J( 2 ) 13,113 A $ 0 13,113 ( 4 ) D Class A Common Stock 06/28/2018 J( 2 ) 24,088 A $ 0 24,088 I See footnote ( 5 )

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 Tr ansaction(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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BOWEN JAMES A C/O FIRST TRUST ADVISORS LP 120 EAST LIBERTY DRIVE, SUITE 400 WHEATON, IL60187 X Signatures /s/ James A. Bowen by Kristi A. Maher, attorney-in-fact, pursuant to a Power of Attorney 06/29/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Class B Common Stock of the Issuer are automatically converted into shares of Class A Common Stock of the Issuer on a one-for-one basis upon any transfer or disposition of the Class B Common Stock or at any time at the option of the holder of such Class B Common Stock, according to information included by the Issuer in its Proxy Statement dated April 6, 2018. ( 2 )Represents distributions of such shares of Class B Common Stock of the Issuer on a percentage ownership basis to the members of FT Bandwidth Ventures, LLC and FT Bandwidth Ventures II, LLC, respectively. The reporting person is an officer of the manager of each of such entities. The reporting person disclaims beneficial ownership of the securities distributed by such entities except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes. Upon the distribution of the shares of Class B Common Stock of the Issuer as reported herein, such shares of Class B Common Stock of the Issuer were automatically converted into shares of Class A Common Stock of the Issuer on a one-for-one basis, according to information included by the Issuer in its Proxy Statement dated April 6, 2018. ( 3 )The securities shown as beneficially owned following the reported transaction are held through First Capital Partners LLC ("FTCP"). The reporting person is an officer of the manager of FTCP. The reporting person disclaims beneficial ownership of the securities owned by such entities except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes. ( 4 )These shares were previously reported as shares of Class B Common Stock indirectly owned by the reporting person. However, the reporting person's spouse received shares of Class A Common Stock in the distributions discussed in footnote 2 above. The reporting person disclaims beneficial ownership of these securities except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes. ( 5 )The securities shown as beneficially owned following the reported transaction are held through FT Bandwidth Ventures LLC and FT Bandwidth Ventures II, LLC, which continue to hold the aggregate of the fractional shares of Class A Common Stock which could not be distributed to the members thereof, and through FTCP, which received shares of Class A Common Stock in the distributions discussed in footnote 2 above. The reporting person is an officer of the manager of each of such entities. The reporting person disclaims beneficial ownership of the securities owned by such entities except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes.

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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