SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Morken David A.
(Last) (First) (Middle)
C/O BANDWIDTH INC.
2230 BANDMATE WAY
(Street)
RALEIGH NC 27607
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [ BAND ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 01/02/2024 M 2,102 A $0 47,169 D
Class A Common Stock 01/02/2024 M 4,632 A $0 51,801 D
Class A Common Stock 01/02/2024 M 1,021 A $0 52,822 D
Class A Common Stock 01/02/2024 M 2,535 A $0 55,357 D
Class A Common Stock 01/03/2024 M 2,916 A $0 58,273 D
Class A Common Stock 01/03/2024 M 5,487 A $0 63,760 D
Class A Common Stock 01/03/2024 S(1) 3,790 D $13.6277(2) 59,970 D
Class A Common Stock 01/04/2024 S(1) 2,580 D $13.5202(3) 57,390 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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 (4) 01/02/2024 M 2,102 (5) (5) Class A Common Stock 2,102 $0 0 D
Restricted Stock Units (4) 01/02/2024 M 4,632 (6) (6) Class A Common Stock 4,632 $0 0 D
Restricted Stock Units (4) 01/02/2024 M 1,021 (7) (7) Class A Common Stock 1,021 $0 1,021 D
Restricted Stock Units (4) 01/02/2024 M 2,535 (8) (8) Class A Common Stock 2,535 $0 2,536 D
Restricted Stock Units (4) 01/03/2024 M 2,916 (9) (9) Class A Common Stock 2,916 $0 5,835 D
Restricted Stock Units (4) 01/03/2024 M 5,487 (10) (10) Class A Common Stock 5,487 $0 10,972 D
Explanation of Responses:
1. Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on January 2 and 3, 2024, pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on March 3, 2023.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.61 to $13.64. 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 (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.43 to $13.59. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
5. On January 2, 2020, the Reporting Person was granted 12,613 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2020, and the remainder vested in three equal annual installments beginning on January 2, 2022.
6. On January 2, 2020, the Reporting Person was granted 18,530 Restricted Stock Units, which vested in four equal annual installments beginning on January 2, 2021.
7. On January 2, 2021, the Reporting Person was granted 6,126 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2021, and the remainder vest in three equal annual installments beginning on January 2, 2023.
8. On January 2, 2021, the Reporting Person was granted 10,143 Restricted Stock Units, which vest in four equal annual installments beginning on January 2, 2022.
9. On January 3, 2022, the Reporting Person was granted 17,502 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2022, and the remainder vest in three equal annual installments beginning on January 3, 2024.
10. On January 3, 2022, the Reporting Person was granted 21,945 Restricted Stock Units, which vest in four equal annual installments beginning on January 3, 2023.
Remarks:
/s/ Leah Webb, Attorney-in-Fact for David A. Morken 01/04/2024
** 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 Number.
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