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Filing Details

Accession Number:
0001621855-18-000005
Form Type:
13G Filing
Publication Date:
2018-07-05 16:17:17
Filed By:
Alta Park Capital
Company:
Bandwidth Inc. (NASDAQ:BAND)
Filing Date:
2018-07-05
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Alta Park Capital 213,000 0 213,000 0 213,000 2.05%
Alta Park Partners 213,000 0 213,000 0 213,000 2.05%
Alta Park Fund 213,000 0 213,000 0 213,000 2.05%
Joseph Bousaba ( 213,000 0 213,000 0 213,000 2.05%
Bijan Modanlou ( 213,000 0 213,000 0 213,000 2.05%
Jayaveera Kodali ( 213,000 0 213,000 0 213,000 2.05%
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 1  )*

 

 

Bandwidth Inc.

(Name of Issuer)

 

Class A Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

 

 

05988J103

(CUSIP Number)

 

June 25, 2018
(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

x  Rule 13d-1(b)

x  Rule 13d-1(c)

o  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
 

 

 

(1)

 

 Names of Reporting Persons   

 

 Alta Park Capital, LP

   

(2).  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

a. o  

b. o 

 

(3)

 

 SEC Use Only

 

 

(4)

 

 Citizenship or Place of Organization

 

 Delaware

 

 

 

Number of Shares Beneficially Owned by

           Each Reporting Person With:

 (5)   Sole Voting Power

 

213,000*

 (6)   Shared Voting Power        0
 (7)   Sole Dispositive Power

213,000*

 (8)   Shared Dispositive Power

    

   0

 

 

(9)

 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 213,000*

          

 

(10)

 

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):   o

 

 

(11)

 

 Percent of Class Represented by Amount in Row (9)

 

 2.05%*

 

 

(12)

 

 Type of Reporting Person (See Instructions)

 

 IA

 

  

* Beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock, $0.001 Par Value Per Share (“Common Stock”), of Bandwidth Inc., a Delaware corporation (the “Company”), based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018. Alta Park is the investment manager to Alta Park Fund, LP (“Master”), organized in the Cayman Islands. Alta Park Partners, LLC (“Alta Park Partners”) serves as the Delaware organized General Partner to Master, and Joseph Bousaba, Bijan Modanlou, and Jayaveera Kodali (and, collectively with Alta Park, Master, and Alta Park Partners, the “Reporting Persons”) are Partners of Alta Park. As of June 25, 2018, Master held 213,000 shares of Class A Common Stock of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own the 213,000 shares of Class A Common Stock of the Company held by Master, or 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018.          

2

 

 

CUSIP No. 05988J103

 

(1)

 

 Names of Reporting Persons   

 

 Alta Park Partners, LLC

   

(2).  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

a. o  

b. o 

 

(3)

 

 SEC Use Only

 

 

(4)

 

 Citizenship or Place of Organization

 

 Delaware

 

 

 

Number of Shares Beneficially Owned by

           Each Reporting Person With:

 (5)   Sole Voting Power

 

213,000*

 (6)   Shared Voting Power        0
 (7)   Sole Dispositive Power

213,000*

 (8)   Shared Dispositive Power

    

   0

 

 

(9)

 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 213,000*

          

 

(10)

 

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):   o

 

 

(11)

 

 Percent of Class Represented by Amount in Row (9)

 

 2.05%*

 

 

(12)

 

 Type of Reporting Person (See Instructions)

 

 OO, HC

 

  

* Beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock, $0.001 Par Value Per Share (“Common Stock”), of Bandwidth Inc., a Delaware corporation (the “Company”), based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018. Alta Park is the investment manager to Alta Park Fund, LP (“Master”), organized in the Cayman Islands. Alta Park Partners, LLC (“Alta Park Partners”) serves as the Delaware organized General Partner to Master, and Joseph Bousaba, Bijan Modanlou, and Jayaveera Kodali (and, collectively with Alta Park, Master, and Alta Park Partners, the “Reporting Persons”) are Partners of Alta Park. As of June 25, 2018, Master held 213,000 shares of Class A Common Stock of the Company. As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own

 

the 213,000 shares of Class A Common Stock of the Company held by Master, or 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018.          

3


 

CUSIP No. 05988J103

 

(1)

 

 Names of Reporting Persons   

 

 Alta Park Fund, LP

(2).  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

a. o  

b. o 

 

(3)

 

 SEC Use Only

 

 

(4)

 

 Citizenship or Place of Organization

 

 Cayman Islands

 

 

 

Number of Shares Beneficially Owned by

          Each Reporting Person With:

 (5)   Sole Voting Power

    

213,000*

 (6)   Shared Voting Power        0
 (7)   Sole Dispositive Power

213,000*

 (8)   Shared Dispositive Power

    

       0

 

(9)

 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 213,000*

   

 

(10)

   

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):   o

 

 

(11)

 

 Percent of Class Represented by Amount in Row (9)

 

 2.05%*

    

 

(12)

 

 Type of Reporting Person (See Instructions)

 

 PN

 

 

* Beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock of the Company, based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018. Alta Park is the investment manager to Master and Alta Park Partners. Messrs. Bousaba, Modanlou, and Kodali are Partners of Alta Park. As of June 25, 2018, Master held 213,000

 

shares of Class A Common Stock of the Company or approximately 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018. 

4


 

CUSIP No. 05988J103

 

(1)

 

 Names of Reporting Persons   

 

 Joseph Bousaba

 

(2).  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

a. o  

b. o 

 

(3)

 

 SEC Use Only

 

 

(4)

 

 Citizenship or Place of Organization

 

 United States of America

 

 

 

Number of Shares Beneficially Owned by

          Each Reporting Person With:

 (5)   Sole Voting Power

    

213,000*

 (6)   Shared Voting Power        0
 (7)   Sole Dispositive Power

213,000*

 (8)   Shared Dispositive Power

    

       0

 

(9)

 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 213,000*

   

 

(10)

   

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):   o

 

 

(11)

 

 Percent of Class Represented by Amount in Row (9)

 

 2.05%*

    

 

(12)

 

 Type of Reporting Person (See Instructions)

 

 IN

 

 

* Beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock of the Company, based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018. Alta Park is the investment manager to Master and Alta Park Partners.

 

Messrs. Bousaba, Modanlou, and Kodali are Partners of Alta Park. As of June 25, 2018, Master held 213,000 shares of Class A Common Stock of the Company or approximately 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018.     

 

5


 

CUSIP No. 05988J103

 

(1)

 

 Names of Reporting Persons   

 

 Bijan Modanlou

 

(2).  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

a. o  

b. o 

 

(3)

 

 SEC Use Only

 

 

(4)

 

 Citizenship or Place of Organization

 

 United States of America

 

 

 

Number of Shares Beneficially Owned by

          Each Reporting Person With:

 (5)   Sole Voting Power

    

213,000*

 (6)   Shared Voting Power        0
 (7)   Sole Dispositive Power

213,000*

 (8)   Shared Dispositive Power

    

       0

 

(9)

 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 213,000*

   

 

(10)

   

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):   o

 

 

(11)

 

 Percent of Class Represented by Amount in Row (9)

 

 2.05%*

    

 

(12)

 

 Type of Reporting Person (See Instructions)

 

 IN

 

 

 

* Beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock of the Company, based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018. Alta Park is the investment manager to Master and Alta Park Partners. Messrs. Bousaba, Modanlou, and Kodali are Partners of Alta Park. As of June 25, 2018, Master held 213,000 shares of Class A Common Stock of the Company or approximately 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018.     

 

6


 

CUSIP No. 05988J103

 

(1)

 

 Names of Reporting Persons   

 

 Jayaveera Kodali

 

(2).  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

a. o  

b. o 

 

(3)

 

 SEC Use Only

 

 

(4)

 

 Citizenship or Place of Organization

 

 United States of America

 

 

 

Number of Shares Beneficially Owned by

          Each Reporting Person With:

 (5)   Sole Voting Power

    

213,000*

 (6)   Shared Voting Power        0
 (7)   Sole Dispositive Power

213,000*

 (8)   Shared Dispositive Power

    

       0

 

(9)

 

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 213,000*

   

 

(10)

   

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):   o

 

 

(11)

 

 Percent of Class Represented by Amount in Row (9)

 

 2.05%*

    

 

 

 

(12)

 

 Type of Reporting Person (See Instructions)

 

 IN

 

 

* Beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock of the Company, based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018. Alta Park is the investment manager to Master and Alta Park Partners. Messrs. Bousaba, Modanlou, and Kodali are Partners of Alta Park. As of June 25, 2018, Master held 213,000 shares of Class A Common Stock of the Company or approximately 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018.     

7


 

Item 1(a).  Name Of Issuer: Bandwidth Inc. (the “Company”)

 

Item 1(b).  Address of Issuer’s Principal Executive Offices.

 

900 Main Campus Drive

 

Raleigh, NC 27606

 

 

Item 2(a).  Name of Person Filing.

 

This report on Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) Alta Park Capital, LP (“Alta Park”), a Delaware limited liability company and the investment manager to (a) Alta Park Fund, LP (“Master”), organized in the Cayman Islands that is the holder of 213,000 shares of Class A Common Stock, $0.001 Par Value Per Share (“Common Stock”), of the Company reported on this Schedule 13G; (ii) Master; (iii) Alta Park Partners; (iv) Joseph Bousaba; (v) Bijan Modanlou; (vi) Jayaveera Kodali; as Partners of Alta Park (Messrs. Bousaba, Modanlou, and Kodali, collectively with Alta Park, Master, and Alta Park Partners, the “Reporting Persons”).

 

The 213,000 shares of Class A Common Stock of the Company held in the aggregate by the Master, which constitute approximately 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018, may be deemed to be beneficially owned (x) indirectly by Alta Park, as the investment adviser to Master and Alta Park Partners, and (y) indirectly by Messrs. Bousaba, Modanlou, and Kodali, as the Partners of Alta Park.

 

The 213,000 shares of Class A Common Stock of the Company held in the aggregate by the Master, which constitute approximately 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018, may be deemed to be beneficially owned (x) indirectly by Alta Park, as the investment adviser to Master and Alta Park Partners, and (y) indirectly by Messrs. Bousaba, Modanlou, and Kodali, as the Partners of Alta Park.

 

Item 2(b).  Address of Principal Business Office or, if None, Residence.

 

The address for the Reporting Persons is:  1 Letterman Drive Building C, Suite CM-400 San Francisco, CA 94129.

 

Item 2(c).  Citizenship.

 

Alta Park and Alta Park Partners are organized under the laws of the State of Delaware.  Messrs. Bousaba, Modanlou, and Kodali are citizens of the United States. Master is organized in the Cayman Islands.

 

 

 

Item 2(d).  Title of Class of Securities.

 

Class A Common Stock, $0.001 Par Value Per Share.

 

8


 

Item 2(e).  CUSIP No.

 

05988J103

 

Item 3.  If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:

 

(e) [ x ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E) (as to Alta Park Capital, LP).

 

Item 4.  Ownership. As reported in the cover pages to this report, the ownership information with respect to each of Alta Park, Alta Park Partners, and Messrs. Bousaba, Modanlou, and Kodali is as follows:

 

  (a) Amount Beneficially Owned: 213,000*
       
  (b) Percent of Class: 2.05%*
       
  (c) Number of Shares as to which the person has:  
       
    (i)         sole power to vote or to direct the vote: 213,000*
       
    (ii)        shared power to vote or to direct the vote 0
       
    (iii)       sole power to dispose or to direct the disposition of: 213,000*
       
    (iv)       shared power to dispose or to direct the disposition of 0

 

As reported in the cover pages to this report, the ownership information with respect to Master is as follows:

 

  (a) Amount Beneficially Owned: 213,000*
       
  (b) Percent of Class: 2.05%*
       
  (c) Number of Shares as to which the person has:  
       
    (i)         sole power to vote or to direct the vote: 213,000*
       
    (ii)        shared power to vote or to direct the vote 0
       
    (iii)       sole power to dispose or to direct the disposition of: 213,000*
       
    (iv)       shared power to dispose or to direct the disposition of 0
 

 

 


   

* This Schedule 13G is being jointly filed by (i) Alta Park, a Delaware limited partnership and the investment manager to Master, organized in the Cayman Islands that is the holder of 213,000 shares of Class A Common Stock of the Company as reported on this Schedule 13G; (ii) Master; (iii) Alta Park Partners, (iv) Mr. Bousaba; (v) Modanlou; and (vi) Kodali; as Partners of Alta Park.

     

9


 

The 213,000 shares of Class A Common Stock of the Company held by Master, which constitute 2.05% of the shares of Class A Common Stock of the Company deemed to be issued and outstanding as of June 25, 2018, may be deemed to be beneficially owned (x) indirectly by Alta Park, as the investment adviser to Master and Alta Park Partners, and (y) indirectly by Messrs. Bousaba, Modanlou, and Kodali as Partners of Alta Park. The foregoing beneficial ownership percentage is based upon 10,413,769 shares of Class A Common Stock of the Company, based on information requested by Alta Park Capital, LP ("Alta Park"), reported by AST Financial, the Company's Stock Transfer Agent on June 25, 2018.

 

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:  x  

 

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 or Control Person.

 

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.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

     

10


 

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.

 

  July 5, 2018  
     
  Alta Park Capital, LP  
     
     
  By: /s/ Rene Nam-Hee  
    Name:  Rene Nam-Hee  
    Title:    Chief Financial Officer / Chief Compliance Officer  

 

  Alta Park Fund, LP  
     
 

By:  Alta Park Capital, LP

Its: Investment Manager

 
     
     
  By: /s/ Rene Nam-Hee  
    Name:  Rene Nam-Hee  
    Title:    Chief Financial Officer / Chief Compliance Officer  
     
 

Alta Park Partners, LLC

General Partner to Alta Park Fund, LP

 
     
     
  By: /s/ Rene Nam-Hee  
    Name:  Rene Nam-Hee  
    Title:    Chief Financial Officer / Chief Compliance Officer  
       
       
       
  /s/  Joseph Bousaba   
  Joseph Bousaba   
       
  /s/  Bijan Modanlou   
  Bijan Modanlou   
       
  /s/  Jayaveera Kodali   
 

 

  Jayaveera Kodali   

 

 

 

Attention:  Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

     

11


 

Exhibit Index

 

Exhibit Page
A.  Joint Filing Agreement, dated as of July 5, 2018, by and among Alta Park Capital, LP, Alta Park Fund, LP, Alta Park Partners, LLC, and Messrs. Bousaba, Modanlou, and Kodali   13

     

12


 

Exhibit A

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A Common Stock, $0.001 Par Value Per Share, of Bandwidth Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as Exhibit A to such Schedule 13G.  In evidence thereof, the undersigned hereby execute this agreement this 5th day of July, 2018.

 

 

 

 

 

  Alta Park Capital, LP  
     
     
  By: /s/ Rene Nam-Hee  
    Name:  Rene Nam-Hee  
    Title:    Chief Financial Officer / Chief Compliance Officer  

 

  Alta Park Fund, LP  
 

 

     
 

By:  Alta Park Capital, LP

Its: Investment Manager

 
     
     
  By: /s/ Rene Nam-Hee  
    Name:  Rene Nam-Hee  
    Title:    Chief Financial Officer / Chief Compliance Officer  
     
 

Alta Park Partners, LLC

General Partner to Alta Park Fund, LP

 
     
     
  By: /s/ Rene Nam-Hee  
    Name:  Rene Nam-Hee  
    Title:    Chief Financial Officer / Chief Compliance Officer  
       
       
       
  /s/  Joseph Bousaba   
  Joseph Bousaba   
       
  /s/  Bijan Modanlou   
  Bijan Modanlou   
       
  /s/  Jayaveera Kodali   
  Jayaveera Kodali   

 

 

13