Statement of Changes in Beneficial Ownership (4)
12 4월 2019 - 5:06AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Bailey Brian D.
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2. Issuer Name
and
Ticker or Trading Symbol
Bandwidth Inc.
[
BAND
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CARMICHAEL INVESTMENT PARTNERS LLC, 4725 PIEDMONT ROW DR, STE 210
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/9/2019
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(Street)
CHARLOTTE, NC 28210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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4/9/2019
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S
(1)
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9000
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D
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$68.1946
(2)
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46058
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I
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See footnotes
(3)
(4)
(5)
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Class A Common Stock
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4/9/2019
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S
(1)
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1000
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D
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$68.6058
(6)
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45058
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I
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See footnotes
(3)
(4)
(5)
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Class A Common Stock
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4/10/2019
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S
(1)
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2398
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D
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$68.4528
(7)
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42660
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I
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See footnotes
(3)
(4)
(5)
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Class A Common Stock
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4/10/2019
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S
(1)
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3195
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D
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$69.4844
(8)
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39465
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I
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See footnotes
(3)
(4)
(5)
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Class A Common Stock
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4/10/2019
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S
(1)
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1517
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D
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$70.681
(9)
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37948
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I
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See footnotes
(3)
(4)
(5)
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Class A Common Stock
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4/10/2019
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S
(1)
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2726
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D
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$71.6401
(10)
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35222
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I
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See footnotes
(3)
(4)
(5)
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Class A Common Stock
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4/10/2019
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S
(1)
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164
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D
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$72.21
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35058
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I
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See footnotes
(3)
(4)
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
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(2)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.58 to $68.52. The reporting person undertakes to provide Bandwidth Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(3)
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Following the transactions reported herein, consists of (i) 1,517 shares of Class A Common Stock held by Carmichael Investment Partners, LLC ("CIP"), (ii) 908 shares of Class A Common Stock held by Carmichael Investment Partners II, LLC ("CIP II"), (iii) 608 shares of Class A Common Stock held by Carmichael Investment Partners III, LLC ("CIP III" and, together with CIP and CIP II, the "Carmichael Entities"), (iv) 26,329 shares of Class A Common Stock held directly by Carmichael Bandwidth, LLC and (v) 5,696 shares of Class A Common Stock held directly by Brian D. Bailey.
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(4)
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Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefit with respect to 4,121 shares held by Mr. Bailey.
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(5)
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Carmichael Bandwidth LLC is the managing member of each of 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.
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(6)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.58 to $68.63. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(7)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.885 to $68.82. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(8)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.96 to $69.94. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(9)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.17 to $71.04. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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(10)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.18 to $72.03. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Bailey Brian D.
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DR, STE 210
CHARLOTTE, NC 28210
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X
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Signatures
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/s/ Brian D. Bailey
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4/11/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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Bandwidth (NASDAQ:BAND)
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부터 7월(7) 2024 으로 8월(8) 2024
Bandwidth (NASDAQ:BAND)
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부터 8월(8) 2023 으로 8월(8) 2024