Sec Form 4 Filing - Whelan Margaret M. @ Porch Group, Inc. - 2021-06-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Whelan Margaret M.
2. Issuer Name and Ticker or Trading Symbol
Porch Group, Inc. [ PRCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2200 1ST AVENUE SOUTH, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
06/09/2021
(Street)
SEATTLE, WA98134
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 06/09/2021 A 4,641 ( 1 ) A $ 0 40,323 D
Common Stock 06/09/2021 A 459 ( 2 ) A $ 0 40,782 D
Common Stock 06/09/2021 M 2,448 A 43,230 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units (RSU) ( 3 ) 06/09/2021 M 2,448 ( 4 ) ( 4 ) Common Stock 2,448 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whelan Margaret M.
2200 1ST AVENUE SOUTH
SUITE 300
SEATTLE, WA98134
X
Signatures
/s/Matthew Cullen, as Attorney-in-fact 06/11/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an annual grant of restricted stock units ("RSUs") for Board and Committee service under the Porch Group, Inc. Non-Employee Director Compensation Policy. Each RSU represents a right to receive one share of Porch Group, Inc. (the "Company") common stock upon vesting. The shares underlying the RSUs will vest on the one-year anniversary of the grant date ("Annual Grant Vesting Date"), subject to the reporting person remaining a member of the Company's board of directors through the Annual Grant Vesting Date. The shares underlying the RSUs shall have resale restrictions pursuant to which two-thirds of the vested shares underlying the RSUs may not be sold after the Annual Grant Vesting Date. The resale restrictions expire in equal increments on the first and second anniversaries of the Annual Grant Vesting Date.
( 2 )Represents a pro rata annual grant (from December 23, 2021 through the date of the Company's 2021 annual meeting of stockholders (the "Annual Meeting")) of RSUs for Committee service under the Porch Group, Inc. Non-Employee Director Compensation Policy. Each RSU represents a right to receive one share of the Company's common stock upon vesting. The shares underlying the RSUs were immediately vested on the grant date ("Pro-Rata Grant Vesting Date"). The shares underlying the RSUs shall have resale restrictions pursuant to which two-thirds of the vested shares underlying the RSUs may not be sold after the Pro-Rata Grant Vesting Date. The resale restrictions expire in equal increments on the first and second anniversaries of the Pro-Rata Grant Vesting Date.
( 3 )Previously issued RSUs granted for Board and Committee service under the Porch Group, Inc. Non-Employee Director Compensation Policy converted into common stock on a one-for-one basis.
( 4 )On March 23, 2021, the reporting person was granted 2,448 RSUs which vested on the date of the Annual Meeting.

Remarks:
Exhibit List - Exhibit 24 - Power of Attorney (first used with the Form 4 filed on December 29, 2020)

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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