4//SEC Filing
Carmichael Bandwidth LLC 4
Accession 0000899243-18-027915
CIK 0001514416other
Filed
Oct 31, 8:00 PM ET
Accepted
Nov 1, 6:17 PM ET
Size
23.3 KB
Accession
0000899243-18-027915
Insider Transaction Report
Form 4
Bandwidth Inc.BAND
Bailey Brian D.
Director
Transactions
- Purchase
Class A Common Stock
2017-11-14$20.00/sh+1,575$31,500→ 3,529 total(indirect: See footnote) - Conversion
Class A Common Stock
2018-10-01+301,714→ 1,496,583 total(indirect: See footnotes) - Conversion
Class B Common Stock
2018-10-01−301,714→ 8,750 total(indirect: See footnotes)→ Class A Common Stock (301,714 underlying) - Other
Class A Common Stock
2018-11-01−1,190,408→ 306,175 total(indirect: See footnotes)
Martin Kevin J
10% Owner
Transactions
- Conversion
Class B Common Stock
2018-10-01−301,714→ 8,750 total(indirect: See footnotes)→ Class A Common Stock (301,714 underlying) - Purchase
Class A Common Stock
2017-11-14$20.00/sh+1,575$31,500→ 3,529 total(indirect: See footnote) - Conversion
Class A Common Stock
2018-10-01+301,714→ 1,496,583 total(indirect: See footnotes) - Other
Class A Common Stock
2018-11-01−1,190,408→ 306,175 total(indirect: See footnotes)
Carmichael Partners LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2018-10-01+301,714→ 1,496,583 total(indirect: See footnotes) - Conversion
Class B Common Stock
2018-10-01−301,714→ 8,750 total(indirect: See footnotes)→ Class A Common Stock (301,714 underlying) - Other
Class A Common Stock
2018-11-01−1,190,408→ 306,175 total(indirect: See footnotes) - Purchase
Class A Common Stock
2017-11-14$20.00/sh+1,575$31,500→ 3,529 total(indirect: See footnote)
Transactions
- Purchase
Class A Common Stock
2017-11-14$20.00/sh+1,575$31,500→ 3,529 total(indirect: See footnote) - Conversion
Class B Common Stock
2018-10-01−301,714→ 8,750 total(indirect: See footnotes)→ Class A Common Stock (301,714 underlying) - Other
Class A Common Stock
2018-11-01−1,190,408→ 306,175 total(indirect: See footnotes) - Conversion
Class A Common Stock
2018-10-01+301,714→ 1,496,583 total(indirect: See footnotes)
Carmichael Bandwidth LLC
10% Owner
Transactions
- Purchase
Class A Common Stock
2017-11-14$20.00/sh+1,575$31,500→ 3,529 total(indirect: See footnote) - Conversion
Class A Common Stock
2018-10-01+301,714→ 1,496,583 total(indirect: See footnotes) - Other
Class A Common Stock
2018-11-01−1,190,408→ 306,175 total(indirect: See footnotes) - Conversion
Class B Common Stock
2018-10-01−301,714→ 8,750 total(indirect: See footnotes)→ Class A Common Stock (301,714 underlying)
Transactions
- Other
Class A Common Stock
2018-11-01−1,190,408→ 306,175 total(indirect: See footnotes) - Purchase
Class A Common Stock
2017-11-14$20.00/sh+1,575$31,500→ 3,529 total(indirect: See footnote) - Conversion
Class A Common Stock
2018-10-01+301,714→ 1,496,583 total(indirect: See footnotes) - Conversion
Class B Common Stock
2018-10-01−301,714→ 8,750 total(indirect: See footnotes)→ Class A Common Stock (301,714 underlying)
Carmichael Investment Partners, LLC
10% Owner
Transactions
- Purchase
Class A Common Stock
2017-11-14$20.00/sh+1,575$31,500→ 3,529 total(indirect: See footnote) - Other
Class A Common Stock
2018-11-01−1,190,408→ 306,175 total(indirect: See footnotes) - Conversion
Class A Common Stock
2018-10-01+301,714→ 1,496,583 total(indirect: See footnotes) - Conversion
Class B Common Stock
2018-10-01−301,714→ 8,750 total(indirect: See footnotes)→ Class A Common Stock (301,714 underlying)
Footnotes (7)
- [F1]Represents 1,575 shares of Class A Common Stock held directly by Kevin J. Martin and 1,954 shares of Class A Common Stock held directly by Brian D. Bailey. Pursuant to an agreement between Mr. Bailey and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefit withrespect to 379 shares held directly by Mr. Bailey.
- [F2]Following the transactions reported herein, includes of 1,517 shares of Class A Common Stock held by Carmichael Investment Partners, LLC ("CIP"), 908 shares of Class A Common Stock held by Carmichael Investment Partners II, LLC ("CIP II"), 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"), 297,147 shares of Class A Common Stock held directly by Carmichael Bandwidth, LLC as a result of the distribution from the Carmichael Entities, 4,420 shares of Class A Common Stock held directly by Brian D. Bailey and 1,575 shares of Class A Common Stock held directly by Kevin J. Martin.
- [F3]Pursuant to an agreement between Mr. Bailey and Carmichael Partners, LLC, Carmichael Partners, LLC is entitled to all economic benefit with respect to 2,845 shares held by Mr. Bailey.
- [F4]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.
- [F5]Represents a pro rata distribution in-kind by each of CIP, CIP II and CIP III to their members for no consideration.
- [F6]The shares of Class B common stock are convertible into Class A common stock on a 1-to-1 basis at the option of the holder and have no expiration date.
- [F7]Consists of 8,750 shares of Class B common stock held by Carmichael Partners LLC.
Documents
Issuer
Bandwidth Inc.
CIK 0001514416
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001721937
Filing Metadata
- Form type
- 4
- Filed
- Oct 31, 8:00 PM ET
- Accepted
- Nov 1, 6:17 PM ET
- Size
- 23.3 KB