UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1  )*

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

x  Rule 13d-1(b)

x  Rule 13d-1(c)

o  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).

* Beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock, $0.001 Par Value Per Share (“Common Stock”), of Bandwidth Inc., a Delaware corporation (the “Company”), based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018. Alta Park is the investment manager to Alta Park Fund, LP (“Master”), organized in the Cayman Islands. Alta Park Partners, LLC (“Alta Park Partners”) serves as the Delaware organized General Partner to Master, and Joseph Bousaba, Bijan Modanlou, and Jayaveera Kodali (and, collectively with Alta Park, Master, and Alta Park Partners, the “Reporting Persons”) are Partners of Alta Park. As of June 25, 2018, Master held 213,000 shares of Class A Common Stock of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own the 213,000 shares of Class A Common Stock of the Company held by Master, or 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018.          

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* Beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock, $0.001 Par Value Per Share (“Common Stock”), of Bandwidth Inc., a Delaware corporation (the “Company”), based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018. Alta Park is the investment manager to Alta Park Fund, LP (“Master”), organized in the Cayman Islands. Alta Park Partners, LLC (“Alta Park Partners”) serves as the Delaware organized General Partner to Master, and Joseph Bousaba, Bijan Modanlou, and Jayaveera Kodali (and, collectively with Alta Park, Master, and Alta Park Partners, the “Reporting Persons”) are Partners of Alta Park. As of June 25, 2018, Master held 213,000 shares of Class A Common Stock of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own

the 213,000 shares of Class A Common Stock of the Company held by Master, or 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018.          

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* Beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock of the Company, based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018. Alta Park is the investment manager to Master and Alta Park Partners. Messrs. Bousaba, Modanlou, and Kodali are Partners of Alta Park. As of June 25, 2018, Master held 213,000

shares of Class A Common Stock of the Company or approximately 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018. 

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* Beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock of the Company, based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018. Alta Park is the investment manager to Master and Alta Park Partners.

Messrs. Bousaba, Modanlou, and Kodali are Partners of Alta Park. As of June 25, 2018, Master held 213,000 shares of Class A Common Stock of the Company or approximately 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018.     

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* Beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock of the Company, based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018. Alta Park is the investment manager to Master and Alta Park Partners. Messrs. Bousaba, Modanlou, and Kodali are Partners of Alta Park. As of June 25, 2018, Master held 213,000 shares of Class A Common Stock of the Company or approximately 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018.     

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* Beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock of the Company, based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018. Alta Park is the investment manager to Master and Alta Park Partners. Messrs. Bousaba, Modanlou, and Kodali are Partners of Alta Park. As of June 25, 2018, Master held 213,000 shares of Class A Common Stock of the Company or approximately 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018.     

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Item 1(a).  Name Of Issuer: Bandwidth Inc. (the “Company”)

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Item 3.  If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:

(e) [ x ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E) (as to Alta Park Capital, LP).

Item 4.  Ownership. As reported in the cover pages to this report, the ownership information with respect to each of Alta Park, Alta Park Partners, and Messrs. Bousaba, Modanlou, and Kodali is as follows:

As reported in the cover pages to this report, the ownership information with respect to Master is as follows:

* This Schedule 13G is being jointly filed by (i) Alta Park, a Delaware limited partnership and the investment manager to Master, organized in the Cayman Islands that is the holder of 213,000 shares of Class A Common Stock of the Company as reported on this Schedule 13G; (ii) Master; (iii) Alta Park Partners, (iv) Mr. Bousaba; (v) Modanlou; and (vi) Kodali; as Partners of Alta Park.

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The 213,000 shares of Class A Common Stock of the Company held by Master, which constitute 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018, may be deemed to be beneficially owned (x) indirectly by Alta Park, as the investment adviser to Master and Alta Park Partners, and (y) indirectly by Messrs. Bousaba, Modanlou, and Kodali as Partners of Alta Park. The foregoing beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock of the Company, based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018.

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:  x  

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 or Control Person.

Not Applicable.

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

Not Applicable.

Item 9.  Notice of Dissolution of Group.

Not Applicable.

Item 10.  Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer

of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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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.

Attention:  Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

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Exhibit Index

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Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A Common Stock, $0.001 Par Value Per Share, of Bandwidth Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as Exhibit A to such Schedule 13G.  In evidence thereof, the undersigned hereby execute this agreement this 5th day of July, 2018.

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