Sec Form 4 Filing - HANAUER JOE F @ Porch Group, Inc. - 2020-12-23

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
HANAUER JOE F
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 S.
3. Date of Earliest Transaction (MM/DD/YY)
12/23/2020
(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 12/23/2020 J( 1 ) 6,481 A 6,481 D
Common Stock 12/23/2020 J( 1 ) 254,174 A 254,174 I ( 2 ) See Footnotes ( 2 )
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
Stock Option (right to buy) $ 0.02 12/23/2020 A 16,441 ( 3 ) 02/01/2023 Common Stock 16,441 $ 0 16,441 D
Stock Option (right to buy) $ 3.17 12/23/2020 A 11,744 ( 3 ) 02/11/2025 Common Stock 11,744 $ 0 11,744 D
Stock Option (right to buy) $ 1.91 12/23/2020 A 4,345 ( 4 ) 02/20/2027 Common Stock 4,345 $ 0 4,345 D
Stock Option (right to buy) $ 1.91 12/23/2020 A 2,513 ( 5 ) 03/22/2027 Common Stock 2,513 $ 0 2,513 D
Stock Option (right to buy) $ 2.06 12/23/2020 A 7,046 ( 6 ) 03/06/2028 Common Stock 7,046 $ 0 7,046 D
Stock Option (right to buy) $ 2.06 12/23/2020 A 2,348 ( 6 ) 03/06/2028 Common Stock 2,348 $ 0 2,348 D
Stock Option (right to buy) $ 1.76 12/23/2020 A 7,046 ( 7 ) 03/06/2028 Common Stock 7,046 $ 0 7,046 D
Stock Option (right to buy) $ 1.76 12/23/2020 A 2,348 ( 7 ) 06/25/2029 Common Stock 2,348 $ 0 2,348 D
Stock Option (right to buy) $ 3.3 12/23/2020 A 2,348 ( 8 ) 06/04/2030 Common Stock 2,348 $ 0 2,348 D
Stock Option (right to buy) $ 3.3 12/23/2020 A 7,046 ( 8 ) 06/04/2030 Common Stock 7,046 $ 0 7,046 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HANAUER JOE F
2200 1ST AVENUE S.
SEATTLE, WA98134
X
Signatures
/s/ Mathew Cullen as Attorney-in-fact for Joseph Hanauer 12/29/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes earn out shares granted in connection with Porch Group Inc.'s ("Issuer") initial business combination, subject to certain vesting and clawback provisions.
( 2 )These shares of the Issuer's common stock ("Shares") are held by Ingleside Interests, LP over which the Reporting Person has sole voting and dispositive power.
( 3 )These option vests 25% on the first anniversary of the vesting commencement date and in subsequent 1/48th increments for each subsequent month of continuous employment. Of the then-unvested shares subject to the option, 50% will vest immediately upon a change in control, with the remaining unvested portion of the option vesting (i) in the event of a qualifying termination of employment within 12 months after such change in control, or (ii) in the event the acquiror does not assume P orch's rights and obligations under the option.
( 4 )This option vests in 12 successive, equal monthly installments measured from February 21, 2017, subject to the Reporting Person's continuing employment.
( 5 )This option vests one year from February 21, 2017.
( 6 )This option vests in 4 successive, equal quarterly installments measured from March 7, 2018.
( 7 )This option vests in 4 successive, equal quarterly installments measured from March 7, 2019.
( 8 )This option vests in 4 successive, equal quarterly installments measured from March 7, 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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