SC 13G/A

Names of Reporting Persons

Henry R. Kaestner

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

United States

SC 13G/A 1 d309776dsc13ga.htm SC 13G/A SC 13G/A

United States

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

Bandwidth Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

05988J103

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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CUSIP No. 05988J103		Schedule 13G		Page 2 of 5

ITEM 1. (a) Name of Issuer:

Bandwidth Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

900 Main Campus Drive, Raleigh, NC 27606.

ITEM 2. (a) Name of Person Filing:

This statement is filed on behalf of Henry R. Kaestner (the “Reporting Person”).

(b)

Address or Principal Business Office:

The business address of the Reporting Persons is c/o Bandwidth Inc., 900 Main Campus Drive, Raleigh, North Carolina 27606.

(c)

Citizenship of each Reporting Person is:

The Reporting Person is a citizen of the United States.

(d)

Title of Class of Securities:

Class A Common Stock, par value $0.001 per share (“Class A Common Stock”).

(e)

CUSIP Number:

05988J103

ITEM 3.

Not applicable.


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ITEM 4. Ownership.

The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2021, based upon 23,177,988 shares of Class A Common Stock outstanding as of December 31, 2021, and assumes the conversion of the Class B Common Stock, par value $0.001 per share (“Class B Common Stock”) of the Issuer held by the Reporting Person into shares of Class A Common Stock of the Issuer on a one-to-one basis.

(a)

Amount beneficially owned:

The Reporting Person is the beneficial owner of 1,171,035 shares of Class A Common Stock, which consists of (i) 806,902 shares of Class A Common Stock underlying shares of Class B Common Stock held of record by Reporting Person that is convertible prior to March 1, 2022, (ii) 20,000 shares of Class A Common Stock held by AMDG 1, LLC, (ii) 94,133 shares of Class A Common Stock held by AMDG 4, LLC and (iii) 250,000 shares of Class A Common Stock held by AMDG 7, LLC. The Reporting Person manages each of AMDG 1, LLC, AMDG 4, LLC and AMDG 7, LLC.

(b)

Percent of Class: 4.9%

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 1,171,035

(ii)

shared power to vote or to direct the vote: 0

(iii)

sole power to dispose or to direct the disposition of: 1,171,035

(iv)

shared power to dispose or to direct the disposition of: 0

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.


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ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

Not applicable.


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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2022


Henry R. Kaestner

/s/ Henry R. Kaestner

SEC Form SC 13G/A filed by Bandwidth Inc. (Amendment)