Sec Form 4 Filing - Whelan Margaret M. @ 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
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 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 M( 1 ) 25,000 A $ 0 ( 1 ) 25,000 D
Common Stock 12/23/2020 J( 2 ) 10,682 A $ 0 ( 2 ) 10,682 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
Class B Common Stock ( 1 ) 12/23/2020 M( 1 ) 25,000 ( 1 ) ( 1 ) Common Stock 25,000 $ 0 0 D
Warrants $ 11.5 12/23/2020 J( 2 ) 25,000 01/22/2021 12/23/2025 Common Stock 25,000 $ 0 25,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whelan Margaret M.
2200 1ST AVENUE S.
SEATTLE, WA98134
X
Signatures
/s/ Matthew Cullen as Attorney-in-fact for Margaret Whelan 12/29/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in Porch Group Inc.'s ("Issuer") registration statement on Form S-1 (File No. 333-234512) under the heading "Description of Securities-Founder Shares," the shares of Class B common stock of the Issuer were automatically converted into shares of Class A common stock at the time of the registrant's initial business combination on a one-for-one basis, subject to certain adjustments described therein and have no expiration date. In connection with the closing of the registrant's initial business combination on December 23, 2020, the Issuer amended and restated its certificate of incorporation and all outstanding shares of Class A common stock were reclassified as shares of Common Stock of the Issuer.
( 2 )Represents the receipt of the Reporting Person's pro rata distribution of the shares of Common Stock and warrants of the Issuer held by HC PropTech Partners I LLC.

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