Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Bandwidth Inc. [ BAND ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 02/15/2018 X 4,927 A $10.26 1,101,356 D
Class B Common Stock 547,743 I *
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant for Class B Common Stock $10.26 02/15/2018 X 4,927 02/22/2011 02/22/2018 Class B Common Stock 4,927 $0 0 D
Explanation of Responses:
*Through First Trust Capital Partners LLC, FT Bandwidth Ventures, LLC and FT Bandwidth Ventures II, LLC. The reporting person disclaims beneficial ownership of the securities owned by such entities except to the extent of the reporting person's pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purposes.
/s/ James A. Bowen by Kristi A. Maher, attorney-in-fact, pursuant to a Power of Attorney 02/15/2018
** 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 4 (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.

                               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

      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

      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

      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