Sec Form 4 Filing - Ehrlichman Matt @ Porch Group, Inc. - 2020-12-23

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 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 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 ) 7,503,885 A $ 0 ( 1 ) 7,503,885 D Common Stock 12/23/2020 J( 1 ) 6,772,076 A $ 0 ( 1 ) 6,772,076 I ( 2 ) See Footnote ( 2 ) Common Stock 12/23/2020 J( 1 ) 144,301 A $ 0 ( 1 ) 144,301 I Jointly with Spouse Common Stock 12/23/2020 J( 3 ) 1,000,000 A $ 0 ( 3 ) 8,503,885 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 Stock Options (right to buy) $ 1.92 12/23/2020 A 281,856 ( 4 ) 03/22/2027 Common Stock 281,856 $ 0 281,856 D Stock Options (right to buy) $ 1.92 12/23/2020 A 281,856 ( 4 ) 03/22/2027 Common Stock 281,856 $ 0 281,856 D Stock Options (right to buy) $ 2.73 12/23/2020 A 1,328,468 ( 5 ) 10/17/2028 Common Stock 1,328,468 $ 0 1,328,468 D Stock Options (right to buy) $ 3.3 12/23/2020 A 23 ( 6 ) 06/04/2030 Common Stock 23 $ 0 23 D Restricted Stock Units ( 7 ) 12/23/2020 A 6,829 ( 7 ) 10/01/2027 Common Stock 6,829 $ 0 6,829 D Restricted Stock Units ( 7 ) 12/23/2020 A 13,810 ( 7 ) 10/01/2027 Common Stock 13,810 $ 0 13,810 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ehrlichman Matt 2200 1ST AVENUE S. SEATTLE, WA98134 X X CEO, Chairman and Founder Signatures /s/ Matthew Cullen as Attorney-in-fact for Matthew Ehrlichman 12/30/2020 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 common stock of the Issuer are held by West Equities, LLC over which the Reporting Person has sole voting and dispositive power. ( 3 )Represents a restricted stock award. The restricted shares are subject to the same vesting provisions as the earn out shares described in footnote 1. ( 4 )This 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. Options held by the Reporting Person will vest 50% upon a change in control, with the remaining options vesting in the event of a qualifying termination within 12 months after such change in control. ( 5 )This 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.. ( 6 )This option vests 25% upon grant, 25% on the first anniversary of the grant date and 50% in 36 equal monthly installments thereafter. ( 7 )This restricted stock unit award is subject to the following vesting conditions: (1) a continued service vesting condition (March 1, 2021) and (2) the expiration of any contractual lock up period with respect to the Reporting Person following a liquidity event (defined as the closing of a sale of the Issuer, an initial public offering of the equity securities of the Issuer or a business combination with a special purpose acquisition company).

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).

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