Sec Form 4 Filing - Ehrlichman Matt @ Porch Group, Inc. - 2023-04-07

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
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)
411 FIRST AVENUE SOUTH, SUITE 501
3. Date of Earliest Transaction (MM/DD/YY)
04/07/2023
(Street)
SEATTLE, WA98104
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 04/07/2023 A 582,825 ( 1 ) A $ 0 11,246,640 D
Common Stock 6,645,508 I ( 2 ) By LLC ( 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
Performance-based Restricted Stock Units ( 3 ) 04/07/2023 A 874,237 ( 3 ) ( 3 ) Common Stock 874,237 $ 0 874,237 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ehrlichman Matt
411 FIRST AVENUE SOUTH
SUITE 501
SEATTLE, WA98104
X X CEO, CHAIRMAN AND FOUNDER
Signatures
/s/ Matthew Cullen, Attorney-in-Fact 04/07/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a grant of restricted stock units ("PRSUs"). Each RSU represents a right to receive one share of the Issuer's common stock upon vesting. 25% of the RSUs shall vest on April 5, 2024, then 1/6th of the remaining RSUs shall vest every 6 months for the next 36 months, subject to the Reporting Person's employment or service with the Issuer as contemplated in the RSU Award Agreement.
( 2 )Issuer common stock held by West Equities, LLC over which Reporting Person has sole voting and dispositive power.
( 3 )Represents a grant of performance-based RSUs ("PRSUs"). Each PRSU represents a right to receive one share of the Issuer's common stock upon vesting. The PRSUs are earned based on the achievement of specified share price goals for specified time periods during a three-year performance period ending April 7, 2026. The Reporting Person could earn 0-200% of the amount reported depending on the level of performance achieved. The PRSUs reported represent 50% of the full award, additional shares could be earned upon achievement of profit (25%) and revenue (25%) performance goals. The PRSUs will vest upon the certification of achievement by the Compensation Committee of the Board of Directors of the Issuer following the end of the performance period, subject to the Reporting Person's employment or service with the Issuer as contemplated in the PRSU Award Agreement.

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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