David A. Morken - Jan 2, 2024 Form 4 Insider Report for Bandwidth Inc. (BAND)

Role
Chairman & CEO, Director
Signature
/s/ Leah Webb, Attorney-in-Fact for David A. Morken
Stock symbol
BAND
Transactions as of
Jan 2, 2024
Transactions value $
-$86,531
Form type
4
Date filed
1/4/2024, 08:51 PM
Previous filing
Nov 30, 2023
Next filing
Mar 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BAND Class A Common Stock Options Exercise $0 +2.1K +4.66% $0.00 47.2K Jan 2, 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +4.63K +9.82% $0.00 51.8K Jan 2, 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +1.02K +1.97% $0.00 52.8K Jan 2, 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +2.54K +4.8% $0.00 55.4K Jan 2, 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +2.92K +5.27% $0.00 58.3K Jan 3, 2024 Direct
transaction BAND Class A Common Stock Options Exercise $0 +5.49K +9.42% $0.00 63.8K Jan 3, 2024 Direct
transaction BAND Class A Common Stock Sale -$51.6K -3.79K -5.94% $13.63 60K Jan 3, 2024 Direct F1, F2
transaction BAND Class A Common Stock Sale -$34.9K -2.58K -4.3% $13.52 57.4K Jan 4, 2024 Direct F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BAND Restricted Stock Units Options Exercise $0 -2.1K -100% $0.00* 0 Jan 2, 2024 Class A Common Stock 2.1K Direct F4, F5
transaction BAND Restricted Stock Units Options Exercise $0 -4.63K -100% $0.00* 0 Jan 2, 2024 Class A Common Stock 4.63K Direct F4, F6
transaction BAND Restricted Stock Units Options Exercise $0 -1.02K -50% $0.00 1.02K Jan 2, 2024 Class A Common Stock 1.02K Direct F4, F7
transaction BAND Restricted Stock Units Options Exercise $0 -2.54K -49.99% $0.00 2.54K Jan 2, 2024 Class A Common Stock 2.54K Direct F4, F8
transaction BAND Restricted Stock Units Options Exercise $0 -2.92K -33.32% $0.00 5.84K Jan 3, 2024 Class A Common Stock 2.92K Direct F4, F9
transaction BAND Restricted Stock Units Options Exercise $0 -5.49K -33.34% $0.00 11K Jan 3, 2024 Class A Common Stock 5.49K Direct F4, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 Reflects shares sold to cover taxes upon the vesting of Restricted Stock Units on January 2 and 3, 2024, pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on March 3, 2023.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.61 to $13.64. The Reporting Person undertakes to provide Bandwidth Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.43 to $13.59. The Reporting Person undertakes to provide the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4 Each Restricted Stock Unit represents a contingent right to receive one share of the Company's Class A Common Stock.
F5 On January 2, 2020, the Reporting Person was granted 12,613 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2020, and the remainder vested in three equal annual installments beginning on January 2, 2022.
F6 On January 2, 2020, the Reporting Person was granted 18,530 Restricted Stock Units, which vested in four equal annual installments beginning on January 2, 2021.
F7 On January 2, 2021, the Reporting Person was granted 6,126 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2021, and the remainder vest in three equal annual installments beginning on January 2, 2023.
F8 On January 2, 2021, the Reporting Person was granted 10,143 Restricted Stock Units, which vest in four equal annual installments beginning on January 2, 2022.
F9 On January 3, 2022, the Reporting Person was granted 17,502 Restricted Stock Units, half of which vested in four equal quarterly installments beginning on March 31, 2022, and the remainder vest in three equal annual installments beginning on January 3, 2024.
F10 On January 3, 2022, the Reporting Person was granted 21,945 Restricted Stock Units, which vest in four equal annual installments beginning on January 3, 2023.