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UNITED STATES*
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Bandwidth Inc.
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(Name of Issuer)
Class B Common Stock
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(Title of Class of Securities)
05988J103
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(CUSIP Number)
November 9, 2017
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(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)
[X] 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).
1. Names of Reporting Persons, I.R.S. Identification Nos. of
above persons (entities only):
James A. Bowen:
First Trust Capital Partners LLC: 68-0635954
FT Bandwidth Ventures, LLC: 77-0673468
FT Bandwidth Ventures, II LLC: 39-2068552
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization of each Reporting Person:
Illinois, U.S.A.
Number of 5. Sole Voting Power:
Shares Bene-
ficially Such shares are held by the following entities in the
Owned by respective amounts listed:
Each
Reporting James A. Bowen: 1,101,356
Person With:
First Trust Capital Partners LLC: 178,572
FT Bandwidth Ventures, LLC: 210,255
FT Bandwidth Ventures, II LLC: 158,916
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6. Shared Voting Power: 0
7. Sole Dispositive Power:
James A. Bowen: 1,101,356
First Trust Capital Partners LLC: 178,572
FT Bandwidth Ventures, LLC: 210,255
FT Bandwidth Ventures II, LLC: 158,916
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person:
Such shares are held by the following entities in the
respective amounts listed:
James A. Bowen: 1,101,356
First Trust Capital Partners LLC: 178,572
FT Bandwidth Ventures, LLC: 210,255
FT Bandwidth Ventures II, LLC: 158,916
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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11. Percent of Class Represented by Amount in Row 9 (in the
aggregate): 11.8%*
12. Type of Reporting Person (See Instructions)
James A. Bowen: IN
First Trust Capital Partners LLC: OO
FT Bandwidth Ventures, LLC: OO
FT Bandwidth Ventures II, LLC: OO
* This is a joint filing among the Reporting Persons. Beneficial ownership
percentage is being reported herein in terms of voting percentage and is based
on 13,586,480 outstanding shares of Class B Common Stock, $0.001 par value per
share ("Class B Common Stock"), of Bandwidth Inc., a Delaware corporation (the
"Company"), and 4,034,840 outstanding shares of Class A Common Stock, $0.001 per
value per share ("Class A Common Stock"), of the Company, based on information
reported by the Company in its Prospectus filed with the Securities and Exchange
Commission on November 13, 2017. The holders of shares of Class A Common Stock
are entitled to one vote per share, and the holders of shares of Class B Common
Stock are entitled to 10 votes per share, each on any matter that is submitted
to the stockholders of the Company. The Class B Common Stock is convertible at
any time at the option of the holder into Class A Common Stock of the Company on
a one-for-one basis and, subject to certain limited exceptions, upon a transfer
of the shares of Class B Common Stock. The Reporting Persons hold Class B Common
Stock. Included in this percentage are warrants to purchase 4,927 shares of
Class B Common Stock held by Mr. Bowen which are currently exercisable. The
Reporting Persons do not take any responsibility for the accuracy of the
information upon which this percentage is calculated.
ITEM 1.
(a) Name of Issuer: Bandwidth Inc. (the "Company")
(b) Address of Issuer's Principal Executive Offices
900 Main Campus Drive
Raleigh, NC 27606
USA
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ITEM 2.
(a) Name of Person Filing
James A. Bowen
First Trust Capital Partners LLC
FT Bandwidth Ventures, LLC
FT Bandwidth Ventures II, LLC
(b) Address of Principal Business Office or, if none, Residence
James A. Bowen
120 East Liberty Drive, Suite 400
Wheaton, Illinois 601877
First Trust Capital Partners LLC
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
FT Bandwidth Ventures, LLC
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
FT Bandwidth Ventures II, LLC
120 East Liberty Drive, Suite 400
Wheaton, Illinois 60187
(c) Citizenship of each Reporting Person:
Mr. Bowen is a citizen of the U.S.A. The other Reporting
Persons are organized under the laws of the State of Illinois
and have a principal place of business in Illinois, USA.
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(d) Title of Class of Securities
Class B Common Stock, $0.001 par value per share
(e) CUSIP Number 05988J103*
* This CUSIP Number is for the Class A Common Stock into which the shares of
Class B Common Stock held by the Reporting Persons are convertible.
ITEM 3. If this statement is filed pursuant to Sec. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c);
(c) Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) An investment adviser in accordance with Sec.
240.13d-1(b)(1)(ii)(E);
(f) An employee benefit plant or endowment fund in accordance
with Sec. 240.13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance
with Sec. 240.13d-1(b)(1)(ii)(G);
(h) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) A non-U.S. institution in accordance with Sec.
240.13d-1(b)(1)(ii)(J);
(k) Group, in accordance with Sec. 240.13d-1(b)1(ii)(K).
If filing as a non-U.S. institution in accordance with
Sec. 204.13d-1(b)(1)(ii)(J), please specify the type of
institution:
_____________________________________________
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ITEM 4. Ownership
As reported on the cover pages to this Schedule 13G, information
with respect to each of the Reporting Persons is as follows:
James A. Bowen
(a) Amount Beneficially Owned: 1,101,356*
(b) Percent of Class: 7.9%*
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote: 1,101,356*
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of: 1,101,356*
(iv) shared power to dispose or to direct the
disposition of: 0
First Trust Capital Partners LLC
(a) Amount Beneficially Owned: 178,572*
(b) Percent of Class: 1.3%*
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote: 178,572*
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of: 178,572*
(iv) shared power to dispose or to direct the
disposition of: 0
FT Bandwidth Ventures, LLC
(a) Amount Beneficially Owned: 210,255*
(b) Percent of Class: 1.5%*
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(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote: 210,255*
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of: 210,255*
(iv) shared power to dispose or to direct the
disposition of: 0
FT Bandwidth Ventures II, LLC
(a) Amount Beneficially Owned: 158,916*
(b) Percent of Class: 1.1%*
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote: 158,916*
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the
disposition of: 158,916*
(iv) shared power to dispose or to direct the
disposition of: 0
* This is a joint filing among the Reporting Persons. Beneficial ownership
percentage is being reported herein in terms of voting percentage and is based
on 13,586,480 outstanding shares of Class B Common Stock, $0.001 par value per
share ("Class B Common Stock"), of Bandwidth Inc., a Delaware corporation (the
"Company"), and 4,034,840 outstanding shares of Class A Common Stock, $0.001 per
value per share ("Class A Common Stock"), of the Company, based on information
reported by the Company in its Prospectus filed with the Securities and Exchange
Commission on November 13, 2017. The holders of shares of Class A Common Stock
are entitled to one vote per share, and the holders of shares of Class B Common
Stock are entitled to 10 votes per share, each on any matter that is submitted
to the stockholders of the Company. The Class B Common Stock is convertible at
any time at the option of the holder into Class A Common Stock of the Company on
a one-for-one basis and, subject to certain limited exceptions, upon a transfer
of the shares of Class B Common Stock. The Reporting Persons hold Class B Common
Stock. Included in this percentage are warrants to purchase 4,927 shares of
Class B Common Stock held by Mr. Bowen which are currently exercisable. The
Reporting Persons do not take any responsibility for the accuracy of the
information upon which these percentages are calculated.
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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
This Schedule 13G filing is being jointly filed by James A. Bowen,
First Trust Capital Partners LLC, FT Bandwidth Ventures, LLC and FT Bandwidth
Ventures II, LLC (collectively, the "Reporting Persons") pursuant to Rule
13d-1(k)(1). Mr. Bowen is the President of the manager of First Trust Capital
Partners LLC and the Chief Executive Officer of the manager of each of FT
Bandwidth Ventures, LLC and FT Bandwidth Ventures II, LLC. Each Reporting Person
disclaims beneficial ownership of the shares of the issuer of each other
Reporting Person identified in this filing except to the extent of such
Reporting Person's pecuniary interest therein and this report shall not be
deemed an admission that the Reporting Person is the beneficial owner thereof.
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 9. Notice of Dissolution of Group
Not applicable.
ITEM 10. Certifications
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and 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 other
than activities solely in connection with a nomination under Sec. 240.14a-11.
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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.
JAMES A. BOWEN
FIRST TRUST CAPITAL PARTNERS LLC,
FT BANDWIDTH VENTURES, LLC
FT BANDWIDTH VENTURES II, LLC
Date: February 13, 2018
By: /s/ James M. Dykas
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Name: James M. Dykas
Title: As attorney-in-fact for James A. Bowen
and as Chief Financial Officer of the
manager of each of
First Trust Capital Partners LLC,
FT Bandwidth Ventures, LLC, and
FT Bandwidth Ventures II, LLC
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EXHIBIT 99.1 JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement jointly
pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing
of such Schedule 13G and any amendments thereto, and for the completeness and
accuracy of the information concerning such person contained therein; but none
of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has
reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and
Exchange Act of 1934, as amended, the undersigned hereby agree to the joint
filing with each other on behalf of each of them of such a statement on Schedule
13G and any amendments thereto with respect to the equity securities (as defined
in Rule 13d-1(i)) of the issuer, beneficially owned by each of them. This Joint
Filing Agreement shall be included as an exhibit to such Schedule 13G and any
amendments thereto.
Date: February 13, 2018
JAMES A. BOWEN
FIRST TRUST CAPITAL PARTNERS LLC,
FT BANDWIDTH VENTURES, LLC
FT BANDWIDTH VENTURES II, LLC
By: /s/ James M. Dykas
------------------------------------------
Name: James M. Dykas
Title: As attorney-in-fact for James A. Bowen
and as Chief Financial Officer of the
manager of each of
First Trust Capital Partners LLC,
FT Bandwidth Ventures, LLC, and
FT Bandwidth Ventures II, LLC
EXHIBIT 99. 2 POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints each of W. Scott Jardine, Kristi A. Maher, Erin E. Klassman, James M.
Dykas and Eric F. Fess, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, employee, trustee, and/or deemed
beneficial owner of ten percent or greater of any company with a class of
securities registered under Section 12(b) or Section 12(g) of the
Securities Exchange Act of 1934, as amended (each a "Company"), Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities Exchange Act
of 1934 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, including a Form ID, 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 such attorney-in-fact's sole
discretion.
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 or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's 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 foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company or Chapman and Cutler LLP assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.
In consideration of the attorneys-in-fact acting on the undersigned's
behalf pursuant to this Power of Attorney, the undersigned hereby agrees to
indemnify and hold harmless each attorney-in-fact, each substitute
attorney-in-fact, and each of their respective heirs, executors, legal
representatives, successors, and assigns from and against the entirety of any
and all losses, claims, causes of action, damages, fines, defense costs, amounts
paid in settlement, liabilities, and expenses, including reasonable attorneys'
fees and expenses (collectively, "Losses"), relating to or arising out of the
exercise of this Power of Attorney by any such attorney-in-fact or substitute
attorney-in-fact, and will reimburse each such indemnified person for all Losses
as they are incurred by such indemnified person in connection with any pending
or threatened claim, action, suit, proceeding, or investigation with which such
indemnified person is or is threatened to be made a party. The undersigned will
not, however, be responsible for any Losses that are finally determined by a
court of competent jurisdiction to have resulted solely from an
attorney-in-fact's or substitute attorney-in-fact's bad faith or willful
misconduct.
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 requiring such filings,
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 November 28, 2017.
/s/ James A. Bowen
--------------------------------
James A. Bowen