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CORRESP
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CORRESP

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October 23, 2017

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Barbara C. Jacobs

 Assistant Director

Office of Information Technologies and Services

 United States
Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Bandwidth Inc.

Registration Statement on Form S-1

Filed October 13, 2017

File No.: 333-220945

 Dear Ms. Jacobs:

On behalf of our client, Bandwidth Inc., a Delaware corporation (the “Company”), and pursuant to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, please find enclosed for submission to the Securities and Exchange Commission (the
“Commission”) a complete copy of Amendment No. 1 (“Amendment No. 1”) to the above-captioned Registration Statement on Form
S-1 of the Company submitted to the Commission on October 13, 2017 (the “Registration Statement”).

For your convenience, we are also providing copies of Amendment No. 1, marked to show changes against the Registration Statement, in the
traditional non-EDGAR format to each of Joyce Sweeney, Kathleen Collins, Jeff Kauten and you.

The numbered paragraphs in italics below set forth the comments from the staff of the Commission (the “Staff”)
together with the Company’s response. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement. All references to page numbers and captions (other than those in the Staff’s
comments) correspond to the page numbers and captions in Amendment No. 1.

 October 23, 2017

 Page
 2

 The Offering, page 8

1.
We note your response to prior comment 3. In your September 21, 2017 response to comment 30 you stated that the Pre-IPO Reorganization is expected to be
approved by the existing preferred shareholders. Please describe the nature of what the preferred shareholders will be approving. Tell us if the preferred shareholders will also be agreeing to subsequently convert their shares to new
Class A common stock as part of the IPO-related Reorganization. If not, please explain how you will determine which “sufficient number of holders” of Class B common stock will convert to
Class A common stock. Lastly, please revise to clarify that all conversions will be on a one-for-one basis.

Response:

The Company notes the Staff’s comment and advises the Staff that in connection with the
Pre-IPO Reorganization, the holder of the Company’s Series A preferred stock approved an amendment to the Amended and Restated Certification of Incorporation of the Company to increase the total number of
shares of all classes of common stock of the Company to allow for a 2.50-for-1 stock split that was filed and became effective on October 23, 2017 (the “common
stock split”). The Company’s Board of Directors, the holders of a majority of the Company’s Old Class A common stock outstanding prior to the Pre-IPO Reorganization, and the holders of all
of the Company’s Old Class B common stock outstanding prior to the Pre-IPO Reorganization also approved the aforementioned amendment to the Amended and Restated Certification of Incorporation of the
Company.

 Prior to the commencement of the offering, the holder of the Company’s Series A preferred stock will also
approve the resolutions to amend and restate the Company’s current amended and restated certificate of incorporation (as amended to date) (the “Second Amended and Restated Certificate of Incorporation”), which will be
filed with the Secretary of State for the State of Delaware and become effective immediately prior to the pricing of the offering.

Following the aforementioned approval of the common stock split and prior to the effectiveness of our Second Amended and
Restated Certificate of Incorporation and the pricing of the offering, each share of Series A preferred stock issued and outstanding will convert into 2.50 shares of Old Class A common stock. Following such conversion, such shares of Old
Class A common stock will convert on a one-for-one basis into 1,775,000 shares of Class B common stock upon effectiveness of the Second Amended and Restated Certificate of Incorporation. The Company’s Board of Directors, the holders
of a majority of the Company’s Old Class A common stock outstanding prior to the Pre-IPO Reorganization, and the holders of a majority of the Company’s Old Class B common stock outstanding
prior to the Pre-IPO Reorganization will also approve the Second Amended and Restated Certificate of Incorporation prior to the commencement of the offering.

The Second Amended and Restated Certificate of Incorporation will allow for three class of shares: 100,000,000 shares of par
value $0.001 per share one vote per share Class A common stock, 20,000,000 shares of par value $0.001 per share ten vote per share Class

 October 23, 2017

 Page
 3

B common stock and 10,000,000 shares of par value $0.001 per share preferred stock. No preferred stock will be issued and outstanding pursuant the Second Amended and Restated Certificate of
Incorporation at the time of the closing of the offering.

 The holder of Series A preferred stock (who will own
Class B common stock after the effectiveness of the Second Amended and Restated Certificate of Incorporation as described above), has not agreed to convert the Class B common stock into Class A common stock. However, it is the
Company’s understanding that on or before the expiration of the 180-day underwriter lock-up, the shares of Class B common stock held by the current holder of
the Series A preferred stock will be distributed to its limited partners. The aforementioned transfer will automatically convert the Class B common stock to Class A common stock pursuant to the Second Amended and Restated Certificate of
Incorporation. The other holders of Class B common stock are not required to convert their shares of Class B common stock to shares of Class A common stock, and therefore, the Company cannot say with certainty that a sufficient number
of shares of Class B common stock will convert into Class A common stock. If a sufficient number do not convert, the Company will not become a controlled company under the corporate governance rules for Nasdaq-listed companies. The Company
has revised the disclosure (i) on pages 10, 48 and 49 of Amendment No. 1 relating to its belief that a sufficient number of shares of Class B common stock will be converted into Class A common stock and (ii) on page 45 of Amendment No. 1
relating to the potential consequences if this does not occur.

 With respect to the Staff’s comment regarding the
conversion rate for Class B common stock to Class A common stock, the Company has revised the disclosure on pages 10 and 48 of Amendment No. 1 to clarify that all conversions will be on a one-for-one basis.

2.
Please add a separate section elsewhere in the prospectus that includes a discussion of the material terms of the Pre-IPO and
IPO-Related Reorganizations and provide a cross-reference to that section. Tell us the names and percentage of ownership of the parties who will be agreeing to these reorganizations and tell us which parties
will retain Series B preferred stock following the IPO-Related Reorganization.

Response:

The Company notes the Staff’s comment and has revised the disclosure on pages 48 and 49 of Amendment No. 1 to add a
section discussing the Pre-IPO and IPO-Related Reorganization and provided cross-references to that section, where appropriate. In addition, the Company advises the
Staff that the tables below present the names and percentages of ownership of each party that is agreeing to the Pre-IPO Reorganization (based on the beneficial ownership prior to the completion of the
offering).

 October 23, 2017

 Page
 4

 Pre-IPO Reorganization
Approvals:

 Old Class A common stock

shareholder

Shares of Old Class A
common stock owned before
Pre-IPO
Reorganization*

Percentage ownership of all
outstanding common stock
(as converted to common
stock basis)

 Henry R. Kaestner

954,105

17.51
%

 David A. Morken

422,854

7.76
%

 Old Baldy I Irrevocable Trust

76,247

1.40
%

 Old Baldy II Irrevocable Trust

76,248

1.40
%

 Old Baldy III Irrevocable Trust

76,247

1.40
%

 The 2007 Michael Owen Morken Irrevocable Trust

73,497

1.35
%

 The 2007 Grace Elaine Morken Irrevocable Trust

73,887

1.36
%

 The 2007 Helen Christine Morken Irrevocable Trust

74,957

1.38
%

 The 2007 Daniel James Morken Irrevocable Trust

74,667

1.37
%

 The 2007 Inga Marie Morken Irrevocable Trust

74,666

1.37
%

 The 2007 Benjamin Scott Morken Irrevocable Trust

74,666

1.37
%

 The 2015 Chrishelle Dawn Morken Irrevocable GST Trust

100,000

1.84
%

 David Morken 2014 Charitable Remainder Unitrust

80,000

1.47
%

 2014 David Morken Irrevocable GST Trust

50,000

0.92
%

 Carmichael Investment Partners, LLC

1,939

0.04
%

 Carmichael Investment Partners II, LLC

71,429

1.31
%

 Carmichael Investment Partners III, LLC

49,257

0.90
%

*
Number of shares approving the Pre-IPO Reorganization occurred prior to the common stock split, and accordingly, the share numbers presented in this table have not been adjusted
for the common stock split.

 October 23, 2017

 Page
 5

 Old Class B common stock

shareholder

Shares of Old Class B
common stock owned before
Pre-IPO Reorganization*

Percentage ownership of all
outstanding common stock
(as converted to common
stock basis)

 Kevin Breault

4,000

0.07
%

 Brian Dally

1,624

0.03
%

 Joel Dodson

1,000

0.02
%

 Ken Grelck

6,500

0.12
%

 Louis Karahalios

412

0.01
%

 Jason Shugart

400

0.01
%

*
Number of shares approving the Pre-IPO Reorganization occurred prior to the common stock split, and accordingly, the share numbers presented in this table have not been adjusted
for the common stock split.

 Series A preferred stock

shareholder

Shares of Series A preferred
stock owned before Pre-IPO
Reorganization*

Percentage ownership of all
outstanding common stock
(as converted to common
stock basis)

 Carmichael Investment Partners, LLC

710,000

13.03
%

*
Number of shares approving the Pre-IPO Reorganization occurred prior to the common stock split, and accordingly, the share numbers presented in this table have not been adjusted
for the common stock split.

 IPO-Related Reorganization Approvals:

Following the Pre-IPO Reorganization, the conversion of the Series A preferred stock
into 1,775,000 shares of Old Class A common stock as described in comment response number 1, and the effectiveness of the Second Amended and Restated Certificate of Incorporation, all of the Company’s outstanding shares will be either
Class A common stock or Class B common stock. Holders of Class B common stock may voluntarily convert their Class B common stock into Class A common stock pursuant to the Second Amended and Restated Certificate of
Incorporation. Future transfers by holders of Class B common stock also will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning
purposes.

 The Company currently is awaiting regulatory approval for an expected change of control whereby Mr. Morken
will control more than 50% of the voting power of the Company’s capital stock. The Company anticipates that the change of control will occur as holders of Class B common stock either voluntarily convert their Class B common stock into
Class A common stock or initiate transfers that will result in those shares converting to Class A common stock as described above. To date, we have received regulatory approval from the FCC and expect to receive regulatory approvals from
various state public utility commissions on or prior to January 31, 2018. Upon receipt of those approvals, the Company expects that a sufficient number of shares of the Company’s Class B common stock will be converted into
Class A common stock to cause Mr. Morken to control more than 50% of the voting power of the Company’s capital stock. However, holders of Class B

 October 23, 2017

 Page
 6

common stock are not required to convert their shares of Class B common stock to shares of Class A common stock and therefore, there can be no assurance that a sufficient number of
shares of Class B common stock will convert into Class A common stock.

 Consequently, other than as a result of
approving the Second Amended and Restated Certificate of Incorporation, there will be no separate formal approval of the IPO-Related Reorganization by the holders of the Old Class A common stock, the Old
Class B common stock, and/or the Series A preferred stock prior to the offering or the holders of the Class A common stock and/or the Class B common stock following the offering. The IPO-Related
Reorganization only occurs due to the anticipated action of the holders of the Class B common stock (excluding David A. Morken and trusts controlled by David A. Morken).

Key Performance Indicators, page 14

3.
Your measure of adjusted net income includes an adjustment to exclude the loss from discontinued operations. This measure appears to use an individually tailored measurement method substituted for one in GAAP. Please
revise to exclude this adjustment or advise. Refer to Question 100.04 of the Non-GAAP Compliance and Disclosure Interpretations.

Response:

The Company notes the Staff’s comment and has revised the disclosure on pages
15-17, 66 and 87 of Amendment No. 1.

4.
In addition, it appears that aside from the adjustment related to loss from discontinued operations, you have not provided for the income tax effects. Please revise to separately present the income tax effect of your
non-GAAP adjustments and explain how it was calculated. Refer to Question 102.11 of the Non-GAAP Compliance and Disclosure Interpretations.

Response:

The Company notes the Staff’s comment and has revised the disclosure on pages
15-17, 66 and 87 of Amendment No. 1.

 Management’s Discussion and Analysis of Financial Condition and
Results of Operations

 Key Performance Indicators, page 61

5.
 In your September 21, 2017 response to comment 14 you stated that relying on usage metrics
could be misleading due to period-to-period variances in usage, such as seasonality, that obscured broader trends of the business. However, in your current

 October 23, 2017

 Page
 7

response to prior comment 7 you state that such metrics are not materially impacted by seasonality when discussing comparable periods across multiple years. As the majority of your CPaaS
revenues are based on usage (e.g., minutes, messages, phone numbers, 911-enabled phone numbers), please explain further why you believe comparative information for the periods presented related to actual usage
would not provide meaningful information about usage and therefore revenue growth. Specifically address why you believe the disclosure related to active CPaaS customer accounts and dollar-based net retention rate are the best metrics for
understanding the drivers of usage growth of your services when the impact of new organization customers is not reflected in the dollar-based net retention rate and such measure is impacted by both changes in usage and pricing.

 Response:

The Company notes the Staff’s comment and advises the Staff that with respect to seasonality, the Company experiences
lower usage during the fourth quarter of each calendar year due to there being fewer business days in that quarter. Decreased usage due to the aforementioned reason in the f