SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Carmichael Bandwidth LLC

(Last) (First) (Middle)
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DR, STE 210

(Street)
CHARLOTTE NC 28210

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2017
3. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [ BAND ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option (right to buy) (1) 08/20/2020 Class A Common Stock 31,250 5.8 I See footnote(2)
Class B Common Stock (3) (3) Class A Common Stock 2,090,311 (3) I See footnotes(4)(5)
Warrants (6) 01/19/2018 Class B Common Stock 2,027 6.57 I See footnotes(5)(7)
1. Name and Address of Reporting Person*
Carmichael Bandwidth LLC

(Last) (First) (Middle)
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DR, STE 210

(Street)
CHARLOTTE NC 28210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bailey Brian D.

(Last) (First) (Middle)
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DR, STE 210

(Street)
CHARLOTTE NC 28210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Martin Kevin J

(Last) (First) (Middle)
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DR, STE 210

(Street)
CHARLOTTE NC 28210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carmichael Partners LLC

(Last) (First) (Middle)
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DR, STE 210

(Street)
CHARLOTTE NC 28210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carmichael Investment Partners, LLC

(Last) (First) (Middle)
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DR, STE 210

(Street)
CHARLOTTE NC 28210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carmichael Investment Partners II, LLC

(Last) (First) (Middle)
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DR, STE 210

(Street)
CHARLOTTE NC 28210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carmichael Investment Partners III, LLC

(Last) (First) (Middle)
C/O CARMICHAEL INVESTMENT PARTNERS LLC
4725 PIEDMONT ROW DR, STE 210

(Street)
CHARLOTTE NC 28210

(City) (State) (Zip)
Explanation of Responses:
1. The stock option is currently exercisable.
2. Represents a stock option held directly by Kevin J. Martin. Pursuant to an agreement between Mr. Martin and Carmichael Partners LLC, Carmichael Partners LLC is entitled to all economic benefits of such stock option.
3. The shares of Class B common stock are convertible in to Class A common stock on a 1-to-1 basis at the option of the holder and have no expiration date.
4. Consists of (i) 1,779,847 shares of Class B common stock held by Carmichael Investment Partners LLC ("CIP"), (ii) 178,572 shares of Class B common stock held by Carmichael Investment Partners II, LLC ("CIP II"), (iii) 123,142 shares of Class B common stock held by Carmichael Investment Partners III, LLC ("CIP III" and, together with CIP and CIP II, the "Carmichael Entities") and (iv) 8,750 shares of Class B common stock held by Carmichael Partners LLC.
5. 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. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
6. The warrants are currently exercisable.
7. Consists of 2,027 warrants held by Carmichael Investment Partners LLC.
Remarks:
Exhibit 24.1 - Power of Attorney for Kevin J. Martin. Exhibit 24.2 - Power of Attorney for Brian D. Bailey
/s/ Brian D. Bailey 11/09/2017
/s/ Kevin J. Martin 11/09/2017
Carmichael Bandwidth LLC By: /s/ Brian D. Bailey, Manging Partner 11/09/2017
Carmichael Partners LLC By: /s/ Brian D. Bailey, Managing Partner 11/09/2017
Carmichael Investment Partners LLC, By: Carmichael Bandwidth LLC, its sole member, By: /s/ Brian D. Bailey, Managing Partner 11/09/2017
Carmichael Investment Partners II, LLC, By: Carmichael Bandwidth LLC, its sole member, By: /s/ Brian D. Bailey, Managing Partner 11/09/2017
Carmichael Investment Partners III, LLC, By: Carmichael Bandwidth LLC, its sole member, By: /s/ Brian D. Bailey, Managing Partner 11/09/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                          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/ Kevin J. Martin
                                        -------------------
                                        Kevin J. Martin


                                   Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and
Resubstitution

1.  Jeffrey A. Hoffman          Chief Financial Officer
2.  W. Christopher Matton       General Counsel
 
                          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:

4.  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;

5.  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

6.  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.  Jeffrey A. Hoffman          Chief Financial Officer
2.  W. Christopher Matton       General Counsel