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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

6/28/2018
(Street)

WHEATON, IL 60187
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)                1101356   D    
Class B Common Stock   (1) 6/28/2018     J (2)    369171   D $0   178573   I   See footnote   (3)
Class A Common Stock   6/28/2018     J (2)    13113   A $0   13113   (4) D    
Class A Common Stock   6/28/2018     J (2)    24088   A $0   24088   I   See footnote   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

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.

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, IL 60187
X


Signatures
/s/ James A. Bowen by Kristi A. Maher, attorney-in-fact, pursuant to a Power of Attorney 6/29/2018
** Signature of Reporting Person Date


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 control number.
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