Sec Form 4 Filing - Ehrlichman Matt @ Porch Group, Inc. - 2022-02-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Ehrlichman Matt
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 X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO, Chairman and Founder
(Last) (First) (Middle)
2200 1ST AVENUE SOUTH, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2022
(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 02/10/2022 A 144,844( 1 ) A $ 0 8,506,147 D
Common Stock 02/10/2022 A 695,249( 2 ) A $ 0 9,201,396 D
Common Stock 02/10/2022 F 18,263 D $ 9.3 9,183,133 D
Common Stock 6,645,508 I( 3 ) By LLC( 3 )
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 Derivativ e 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
Performance-based Restricted Stock Units ( 4 ) 02/10/2022 A 883,740 ( 4 ) 02/10/2025 Common Stock 883,740 $ 0 883,740 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ehrlichman Matt
2200 1ST AVENUE SOUTH, SUITE 300
SEATTLE, WA98134
X X CEO, Chairman and Founder
Signatures
/s/ Matthew Cullen, as Attorney-in-fact 02/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a grant of restricted stock units ("RSUs"). Each RSU represents a right to receive one share of Porch Group, Inc. (the "Issuer") common stock upon vesting. The RSUs will vest ratably on a quarterly basis over 30 months, with the vesting period commencing on October 1, 2021. 14,484 RSUs were immediately vested upon grant due to the vesting commencement date of October 1, 2021. The common stock issued upon vesting is subject to a post-vesting holding period of three years from any applicable vesting date, subject to specified exceptions.
( 2 )Represents a grant of RSUs. Each RSU represents a right to receive one share of the Issuer's common stock upon vesting. The RSUs will vest ratably on a quarterly basis over 36 months, with the vesting period commencing on October 1, 2021. 57,937 RSUs were immediately vested upon grant due to the vesting commencement date of October 1, 2021. The common stock issued upon vesting is subject to a post-vesting holding period of three years from any applicable vesting date, subject to specified exceptions.
( 3 )Issuer common stock held by West Equities, LLC over which the Reporting Person has sole voting and dispositive power.
( 4 )Represents a grant of performance-based RSUs ("Market-Condition PRSUs"). Each Market-Condition PRSU represents a right to receive one share of the Issuer's common stock, subject to the achievement of specified prices per share of the Issuer's common stock (for 20 trading days within a 30-consecutive trading-day period) during a 36-month performance period as well as vesting. The Market-Condition PRSUs will vest ratably on a quarterly basis over 30 months, with the vesting period commencing on October 1, 2021. The vested PRSUs and the common stock issued upon vesting and being earned are subject to a post-vesting holding period of three years from any applicable vesting date, subject to specified exceptions.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.