SEC Filing - Bandwidth

Names of Reporting Persons

Carmichael Investment Partners, LLC

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

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SC 13G/A

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Bandwidth Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

05988J103

(CUSIP Number)

December 31, 2018

(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)

☒	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).


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CUSIP No. 05988J103		Schedule 13G		Page 8 of 13

ITEM 1. (a) Name of Issuer:

Bandwidth Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

900 Main Campus Drive, Raleigh, NC 27606.

ITEM 2. (a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Carmichael Investment Partners, LLC (“CIP”)

Carmichael Investment Partners II, LLC (“CIP II”)

Carmichael Investment Partners III, LLC (“CIP III”)

Carmichael Partners LLC (“CP”)

Carmichael Bandwidth LLC (“CB”)

Brian D. Bailey

Kevin J. Martin

(b)

Address or Principal Business Office:

The business address of each of the Reporting Persons is c/o Carmichael Investment Partners, LLC, 4725 Piedmont Row Dr., Suite 210, Charlotte, NC 28210.

(c)

Citizenship of each Reporting Person is:

Each of CIP, CIP II, and CIP III are organized in the State of Delaware. CP and CB are organized in the State of North Carolina. Brian D. Bailey and Kevin J. Martin are citizens of the United States.

(d)

Title of Class of Securities:

Class A Common Stock, par value $0.001 per share, (“Class A Common Stock”).

(e)

CUSIP Number:

05988J103

ITEM 3.

Not applicable.


CUSIP No. 05988J103		Schedule 13G		Page 9 of 13

ITEM 4.

Ownership.

The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2018, based upon 12,898,762 shares of Class A Common Stock outstanding as of December 14, 2018 and assumes the conversion of the Class B Common Stock, par value $0.001 per share (“Class B Common Stock”) of the Issuer held by the Reporting Persons into shares of Class A Common Stock of the Issuer on a one-to-one basis.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Carmichael Investment Partners, LLC		1,517		*			0		1,517		0		1,517
Carmichael Investment Partners II, LLC		908		*			0		908		0		908
Carmichael Investment Partners III, LLC		608		*			0		608		0		608
Carmichael Partners LLC		8,750		0.1	%		0		8,750		0		8,750
Carmichael Bandwidth LLC		300,180		2.3	%		297,147		3,033		297,147		3,033
Brian D. Bailey		314,172		2.4	%		5,242		308,930		5,242		308,930
Kevin J. Martin		310,505		2.4	%		1,575		308,930		1,575		308,930

*	Less than 0.1%

CIP is the record holder of 1,517 shares of Class A Common Stock. CIP II is the record holder of 908 shares of Class A Common Stock. CIP III is the record holder of 608 shares of Class A Common Stock. CP is the record holder of 8,750 shares of Class B Common Stock and CB is the record holder of 297,147 shares of Class A Common Stock. CB is the managing member of each of CIP, CIP II and CIP III and may be deemed to share beneficial ownership of the securities held of record by CIP, CIP II, and CIP III. Brian D. Bailey and Kevin J. Martin are the managing partners of CB and CP and may be deemed to share beneficial ownership of the securities beneficially owned by CB and CP.

Mr. Bailey is also the record holder of 5,242 shares of Class A Common Stock and Mr. Martin is the record holder of 1,575 shares of Class A Common Stock.

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.

Not applicable.


CUSIP No. 05988J103		Schedule 13G		Page 10 of 13

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

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.

Not applicable.


CUSIP No. 05988J103		Schedule 13G		Page 11 of 13

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.

Date: February 12, 2019


Carmichael Investment Partners, LLC
By: Carmichael Bandwidth LLC, its managing member

By:		/s/ Brian D. Bailey
Name:		Brian D. Bailey
Title:		Managing Partner

Carmichael Investment Partners II, LLC
By: Carmichael Bandwidth LLC, its managing member

By:		/s/ Brian D. Bailey
Name:		Brian D. Bailey
Title:		Managing Partner

Carmichael Investment Partners III, LLC
By: Carmichael Bandwidth LLC, its managing member

By:		/s/ Brian D. Bailey
Name:		Brian D. Bailey
Title:		Managing Partner

Carmichael Partners LLC

By:		/s/ Brian D. Bailey
Name:		Brian D. Bailey
Title:		Managing Partner

Carmichael Bandwidth LLC

By:		/s/ Brian D. Bailey
Name:		Brian D. Bailey
Title:		Managing Partner


CUSIP No. 05988J103		Schedule 13G		Page 12 of 13


Brian D. Bailey

By:		/s/ Brian D. Bailey

Kevin J. Martin

By:		/s/ Kevin J. Martin


CUSIP No. 05988J103		Schedule 13G		Page 13 of 13

LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement (incorporated by reference to the Schedule 13G filed by the Reporting Persons on February 13, 2018).