SC 13G



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


(Amendment No. )*



Bandwidth Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)


(CUSIP Number)

December 31, 2017

(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).




CUSIP No. 05988J103    Schedule 13G    Page 1 of 5



Names of Reporting Persons


Susan Bowen


Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐



SEC Use Only



Citizenship or Place of Organization


United States

Number of



Owned by






Sole Voting Power




Shared Voting Power




Sole Dispositive Power




Shared Dispositive Power




Aggregate Amount Beneficially Owned by Each Reporting Person




Check if the Aggregate Amount in Row (9) Excludes Certain Shares


Not Applicable


Percent of Class Represented by Amount in Row 9




Type of Reporting Person



CUSIP No. 05988J103    Schedule 13G    Page 2 of 5


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:

This statement is filed on behalf of Susan Bowen (the “Reporting Person”).

(b) Address or Principal Business Office:

The business address of the Reporting Persons is c/o Bandwidth Inc., 900 Main Campus Drive, Suite 500, Raleigh, North Carolina 27606.

(c) Citizenship of each Reporting Person is:

The Reporting Person is a citizen 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:




Not applicable.

CUSIP No. 05988J103    Schedule 13G    Page 3 of 5


ITEM 4. Ownership.

The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of the date hereof, based upon 4,197,831 shares of Class A Common Stock outstanding as of January 31, 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 Person into shares of Class A Common Stock of the Issuer on a one-to-one basis.

a) Amount beneficially owned:

The Reporting Person is the record holder of 1,098,900 shares of Class B Common Stock.

(b) Percent of class: 20.8%

(c) Number of shares as to which the person has:


  (i) Sole power to vote or to direct the vote: 1,098,900
  (ii) Shared power to vote or direct the vote: 0
  (iii) Sole power to dispose or to direct the disposition of: 1,098,900
  (iv) Shared power to dispose or to direct the disposition of: 0


ITEM 5. Ownership of Five Percent or Less of a Class.

Not applicable.


ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.


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.

CUSIP No. 05988J103    Schedule 13G    Page 4 of 5


ITEM 10. Certification.

Not applicable.

CUSIP No. 05988J103    Schedule 13G    Page 5 of 5


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: March 5, 2018


Susan Bowen


/s/ Susan Bowen