Chief Operating Officer Bartolo Anthony converted options into 62,630 shares, increasing direct ownership by 80% to 141,195 units (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). | ||||||||||||||||
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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [ BAND ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 07/01/2024 | M | 26,096 | A | $0 | 104,661 | D | |||
Class A Common Stock | 07/01/2024 | M | 9,043 | A | $0 | 113,704 | D | |||
Class A Common Stock | 07/01/2024 | M | 27,491 | A | $0 | 141,195 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (1) | 07/01/2024 | M | 26,096 | (2) | (2) | Class A Common Stock | 26,096 | $0 | 26,096 | D | ||||
Restricted Stock Units | (1) | 07/01/2024 | M | 9,043 | (3) | (3) | Class A Common Stock | 9,043 | $0 | 9,043 | D | ||||
Restricted Stock Units | (1) | 07/01/2024 | M | 27,491 | (4) | (4) | Class A Common Stock | 27,491 | $0 | 38,487 | D |
Explanation of Responses: |
1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Bandwidth Inc. (the "Company") Class A Common Stock. |
2. On March 21, 2022, the Reporting Person was granted 104,384 RSUs, one fourth of which vested on the first and second anniversary of the date of grant and 26,096 of the remaining RSUs vested on July 1, 2024. Following the Reporting Person's last day of employment with the Company on July 1, 2024, the remaining 26,096 unvested RSUs were forfeited. |
3. On November 28, 2022, the Reporting Person was granted 36,171 RSUs, one third of which vested on the first anniversary of the date of grant, 3,014 RSUs vested on each of February 28, 2024 and May 28, 2024, and 9,043 of the remaining RSUs vested on July 1, 2024. Following the Reporting Person's last day of employment with the Company on July 1, 2024, the remaining 9,043 unvested RSUs were forfeited. |
4. On November 28, 2023, the Reporting Person was granted 65,978 RSUs, 27,491 RSUs vested on July 1, 2024. Following the Reporting Person's last day of employment with the Company on July 1, 2024, the remaining 38,487 unvested RSUs were forfeited. |
Remarks: |
/s/ Leah Webb, Attorney-in-Fact for Anthony F. Bartolo | 07/03/2024 | |
** 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. |