Sec Form 3 Filing - Bottorff Rebecca @ Bandwidth Inc. - 2019-12-31

FORM 3 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 Bottorff Rebecca 2. Issuer Name and Ticker or Trading Symbol Bandwidth Inc. [ BAND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief People Officer (Last) (First) (Middle) C/O BANDWIDTH INC., 900 MAIN CAMPUS DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2019 (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 Class A Common Stock 7,315 D

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 ) ( 1 ) ( 1 ) Class A Common Stock 9,729 D Restricted Stock Units ( 2 ) ( 3 ) ( 3 ) Class A Common Stock 4,071 D Restricted Stock Units ( 2 ) ( 4 ) ( 4 ) Class A Common Stock 3,548 D Stock option (right to buy) $ 9.57 ( 5 ) 11/04/2025 Class A Common Stock 13,375 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bottorff Rebecca C/O BANDWIDTH INC. 900 MAIN CAMPUS DRIVE, SUITE 100 RALEIGH, NC27606 Chief People Officer Signatures /s/ Rebecca Bottorff 03/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 21, 2018, the Reporting Person was granted 12,972 Restricted Stock Units which vest in four equal annual installments beginning on February 21, 2019. ( 2 )Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock. ( 3 )On January 2, 2019, the Reporting Person was granted 8,143 Restricted Stock Units of which 4,072 shares are vested and the remaining 4,071 shares vest in three equal annual installments beginning on January 2, 2021. ( 4 )On June 3, 2019, the Reporting Person was granted 3,548 Restricted Stock Units which vest in four equal annual installments beginning on June 3, 2020. ( 5 )The stock option is currently exercisable.

Remarks: Exhibit 24 - Power of Attorney.

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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