0001514416-22-000063.txt : 20220310 0001514416-22-000063.hdr.sgml : 20220310 20220310161126 ACCESSION NUMBER: 0001514416-22-000063 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220308 FILED AS OF DATE: 20220310 DATE AS OF CHANGE: 20220310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bailey Brian D. CENTRAL INDEX KEY: 0001575505 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38285 FILM NUMBER: 22729178 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bandwidth Inc. CENTRAL INDEX KEY: 0001514416 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 900 MAIN CAMPUS DRIVE CITY: RALEIGH STATE: NC ZIP: 27606 BUSINESS PHONE: 888-969-5009 MAIL ADDRESS: STREET 1: 900 MAIN CAMPUS DRIVE CITY: RALEIGH STATE: NC ZIP: 27606 FORMER COMPANY: FORMER CONFORMED NAME: Bandwidth.com, Inc. DATE OF NAME CHANGE: 20110303 4 1 wf-form4_164694664569923.xml FORM 4 X0306 4 2022-03-08 0 0001514416 Bandwidth Inc. BAND 0001575505 Bailey Brian D. C/O CARMICHAEL INVESTMENT PARTNERS LLC 4725 PIEDMONT ROW DRIVE, SUITE 210 CHARLOTTE NC 28210 1 0 0 0 Class A Common Stock 2022-03-08 4 P 0 10000 27.4292 A 24902 I See footnotes The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.2814 to $27.665. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. 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") and (iv) 21,869 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 with respect to 7,234 shares held by Mr. Bailey. 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. The Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. Exhibit 24 - Power of Attorney. /s/ Leah Webb, Attorney-in-Fact for Brian D. Bailey 2022-03-10 EX-24 2 bailey-section16poa3822.htm POWER OF ATTORNEY, EXHIBIT 24 - BAILEY BRIAN Document

SECTION 16 POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Bandwidth Inc. (the “Company”), the undersigned hereby constitutes and appoints the officers of the Company listed on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned’s true and lawful attorney-in-fact to:
1.execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
2.do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
3.take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in the discretion of such attorney-in-fact.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of November, 2017.
/s/ Brian D. Bailey
Brian D. Bailey





Schedule A
Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution
1. Daryl Raiford
Chief Financial Officer
2. R. Brandon Asbill
General Counsel
3. Devin Krupka
Assistant Treasurer
4. Leah Webb
Assistant Secretary