Statement of Ownership (sc 13g)

Date : 02/13/2018 @ 10:04PM
Source : Edgar (US Regulatory)
Stock : Bandwidth Inc (BAND)
Quote : 57.2  1.27 (2.27%) @ 11:00PM
After Hours
Last Trade
Last $ 57.20 ◊ 0.00 (0.00%)

Statement of Ownership (sc 13g)

UNITED STATES*
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Bandwidth Inc.
(Name of Issuer)

Class B Common Stock
(Title of Class of Securities)

05988J103
(CUSIP Number)

November 9, 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)

[X] 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).

1. Names of Reporting Persons, I.R.S. Identification Nos. of above persons (entities only):

James A. Bowen:

First Trust Capital Partners LLC: 68-0635954

FT Bandwidth Ventures, LLC: 77-0673468

FT Bandwidth Ventures, II LLC: 39-2068552

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) [ ]

(b) [ ]

3. SEC Use Only

4. Citizenship or Place of Organization of each Reporting Person:

Illinois, U.S.A.

Number of     5.  Sole Voting Power:
Shares Bene-
ficially          Such shares are held by the following entities in the
Owned by          respective amounts listed:
Each
Reporting         James A. Bowen:                                     1,101,356
Person With:
                  First Trust Capital Partners LLC:                     178,572

                  FT Bandwidth Ventures, LLC:                           210,255

                  FT Bandwidth Ventures, II LLC:                        158,916

- 2 -

6.  Shared Voting Power:                                        0


7.  Sole Dispositive Power:

    James A. Bowen:                                     1,101,356

    First Trust Capital Partners LLC:                     178,572

    FT Bandwidth Ventures, LLC:                           210,255

    FT Bandwidth Ventures II, LLC:                        158,916


8.  Shared Dispositive Power:                                   0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

Such shares are held by the following entities in the

respective amounts listed:

James A. Bowen:                                     1,101,356

First Trust Capital Partners LLC:                     178,572

FT Bandwidth Ventures, LLC:                           210,255

FT Bandwidth Ventures II, LLC:                        158,916

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

- 3 -

11. Percent of Class Represented by Amount in Row 9 (in the aggregate): 11.8%*

12. Type of Reporting Person (See Instructions)

James A. Bowen:                      IN

First Trust Capital Partners LLC:    OO

FT Bandwidth Ventures, LLC:          OO

FT Bandwidth Ventures II, LLC:       OO

* This is a joint filing among the Reporting Persons. Beneficial ownership percentage is being reported herein in terms of voting percentage and is based on 13,586,480 outstanding shares of Class B Common Stock, $0.001 par value per share ("Class B Common Stock"), of Bandwidth Inc., a Delaware corporation (the "Company"), and 4,034,840 outstanding shares of Class A Common Stock, $0.001 per value per share ("Class A Common Stock"), of the Company, based on information reported by the Company in its Prospectus filed with the Securities and Exchange Commission on November 13, 2017. The holders of shares of Class A Common Stock are entitled to one vote per share, and the holders of shares of Class B Common Stock are entitled to 10 votes per share, each on any matter that is submitted to the stockholders of the Company. The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock of the Company on a one-for-one basis and, subject to certain limited exceptions, upon a transfer of the shares of Class B Common Stock. The Reporting Persons hold Class B Common Stock. Included in this percentage are warrants to purchase 4,927 shares of Class B Common Stock held by Mr. Bowen which are currently exercisable. The Reporting Persons do not take any responsibility for the accuracy of the information upon which this percentage is calculated.

ITEM 1.

(a) Name of Issuer: Bandwidth Inc. (the "Company")

(b) Address of Issuer's Principal Executive Offices

900 Main Campus Drive
Raleigh, NC 27606
USA

- 4 -

ITEM 2.

(a) Name of Person Filing

James A. Bowen

First Trust Capital Partners LLC

FT Bandwidth Ventures, LLC

FT Bandwidth Ventures II, LLC

(b) Address of Principal Business Office or, if none, Residence

James A. Bowen
120 East Liberty Drive, Suite 400 Wheaton, Illinois 601877

First Trust Capital Partners LLC 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187

FT Bandwidth Ventures, LLC 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187

FT Bandwidth Ventures II, LLC 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187

(c) Citizenship of each Reporting Person:

Mr. Bowen is a citizen of the U.S.A. The other Reporting Persons are organized under the laws of the State of Illinois and have a principal place of business in Illinois, USA.

- 5 -

(d) Title of Class of Securities

Class B Common Stock, $0.001 par value per share

(e) CUSIP Number 05988J103*

* This CUSIP Number is for the Class A Common Stock into which the shares of Class B Common Stock held by the Reporting Persons are convertible.

ITEM 3. If this statement is filed pursuant to Sec. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:

(a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) An investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E);

(f) An employee benefit plant or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F);

(g) A parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G);

(h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) A non-U.S. institution in accordance with Sec. 240.13d-1(b)(1)(ii)(J);

(k) Group, in accordance with Sec. 240.13d-1(b)1(ii)(K).

If filing as a non-U.S. institution in accordance with Sec. 204.13d-1(b)(1)(ii)(J), please specify the type of institution:


- 6 -

ITEM 4. Ownership

As reported on the cover pages to this Schedule 13G, information with respect to each of the Reporting Persons is as follows:

James A. Bowen

(a) Amount Beneficially Owned:                          1,101,356*

(b) Percent of Class:                                        7.9%*

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

    (i)   sole power to vote or to direct the vote:     1,101,356*

    (ii)  shared power to vote or to direct the vote            0

    (iii) sole power to dispose or to direct the
          disposition of:                               1,101,356*

    (iv)  shared power to dispose or to direct the
          disposition of:                                       0


First Trust Capital Partners LLC

(a) Amount Beneficially Owned:                            178,572*

(b) Percent of Class:                                        1.3%*

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

    (i)   sole power to vote or to direct the vote:       178,572*

    (ii)  shared power to vote or to direct the vote            0

    (iii) sole power to dispose or to direct the
          disposition of:                                 178,572*

    (iv)  shared power to dispose or to direct the
          disposition of:                                       0


FT Bandwidth Ventures, LLC

(a) Amount Beneficially Owned:                            210,255*

(b) Percent of Class:                                        1.5%*

- 7 -

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

    (i)   sole power to vote or to direct the vote:       210,255*

    (ii)  shared power to vote or to direct the vote            0

    (iii) sole power to dispose or to direct the
          disposition of:                                 210,255*

    (iv)  shared power to dispose or to direct the
          disposition of:                                       0


FT Bandwidth Ventures II, LLC

(a) Amount Beneficially Owned:                            158,916*

(b) Percent of Class:                                        1.1%*

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

    (i)   sole power to vote or to direct the vote:       158,916*

    (ii)  shared power to vote or to direct the vote            0

    (iii) sole power to dispose or to direct the
          disposition of:                                 158,916*

    (iv)  shared power to dispose or to direct the
          disposition of:                                       0

* This is a joint filing among the Reporting Persons. Beneficial ownership percentage is being reported herein in terms of voting percentage and is based on 13,586,480 outstanding shares of Class B Common Stock, $0.001 par value per share ("Class B Common Stock"), of Bandwidth Inc., a Delaware corporation (the "Company"), and 4,034,840 outstanding shares of Class A Common Stock, $0.001 per value per share ("Class A Common Stock"), of the Company, based on information reported by the Company in its Prospectus filed with the Securities and Exchange Commission on November 13, 2017. The holders of shares of Class A Common Stock are entitled to one vote per share, and the holders of shares of Class B Common Stock are entitled to 10 votes per share, each on any matter that is submitted to the stockholders of the Company. The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock of the Company on a one-for-one basis and, subject to certain limited exceptions, upon a transfer of the shares of Class B Common Stock. The Reporting Persons hold Class B Common Stock. Included in this percentage are warrants to purchase 4,927 shares of Class B Common Stock held by Mr. Bowen which are currently exercisable. The Reporting Persons do not take any responsibility for the accuracy of the information upon which these percentages are calculated.

- 8 -

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

This Schedule 13G filing is being jointly filed by James A. Bowen, First Trust Capital Partners LLC, FT Bandwidth Ventures, LLC and FT Bandwidth Ventures II, LLC (collectively, the "Reporting Persons") pursuant to Rule 13d-1(k)(1). Mr. Bowen is the President of the manager of First Trust Capital Partners LLC and the Chief Executive Officer of the manager of each of FT Bandwidth Ventures, LLC and FT Bandwidth Ventures II, LLC. Each Reporting Person disclaims beneficial ownership of the shares of the issuer of each other Reporting Person identified in this filing except to the extent of such Reporting Person's pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner thereof.

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 9. Notice of Dissolution of Group

Not applicable.

ITEM 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 other than activities solely in connection with a nomination under Sec. 240.14a-11.

- 9 -

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.

JAMES A. BOWEN
FIRST TRUST CAPITAL PARTNERS LLC,
FT BANDWIDTH VENTURES, LLC
FT BANDWIDTH VENTURES II, LLC

Date: February 13, 2018



By: /s/ James M. Dykas
    ------------------------------------------
Name:   James M. Dykas
Title:  As attorney-in-fact for James A. Bowen
        and as Chief Financial Officer of the
        manager of each of
        First Trust Capital Partners LLC,
        FT Bandwidth Ventures, LLC, and
        FT Bandwidth Ventures II, LLC

- 10 -

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