Sec Form 4 Filing - Park West Asset Management LLC @ Porch Group, Inc. - 2023-01-20

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 Park West Asset Management LLC 2. Issuer Name and Ticker or Trading Symbol Porch Group, Inc. [ PRCH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 900 LARKSPUR LANDING CIRCLE, SUITE 165 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2023 (Street) LARKSPUR, CA94939 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, par value $0.0001 ( 8 ) 01/20/2023 P 474,220 A $ 2.463 ( 2 ) 10,569,083 I See Footnote ( 1 ) Common stock, par value $0.0001 ( 8 ) 01/23/2023 P 530,750 A $ 2.595 ( 3 ) 11,099,833 I See Footnote ( 1 ) Common stock, par value $0.0001 ( 8 ) 01/24/2023 P 760,000 A $ 2.463 ( 4 ) 11,859,833 I See Footnote ( 1 ) Common stock, par value $0.0001 ( 8 ) 01/25/2023 P 407,874 A $ 2.307 ( 5 ) 12,267,707 I See Footnote ( 1 )

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 Equity Swap (right to buy) ( 6 ) ( 8 ) $ 3.339 01/20/2023 S/K 527,184 12/31/2025 12/31/2025 Common stock, par value $0.0001 527,184 ( 6 ) 1,898,624 I See Footnote ( 1 ) Equity Swap (right to buy) ( 7 ) ( 8 ) $ 3.339 01/20/2023 S/K 172,816 12/30/2025 12/30/2025 Common stock, par value $0.0001 172,816 ( 7 ) 0 I See Footnote ( 1 ) Equity Swap (right to buy) ( 6 ) ( 8 ) $ 3.462 01/23/2023 S/K 730,750 12/31/2025 12/31/2025 Common stock, par value $0.0001 730,750 ( 6 ) 1,167,874 I See Footnote ( 1 ) Equity Swap (right to buy) ( 6 ) ( 8 ) $ 3.339 01/24/2023 S/K 760,000 12/31/2025 12/31/2025 Common stock, par value $0.0001 760,000 ( 6 ) 407,874 I See Footnote ( 1 ) Equity Swap (right to buy) ( 6 ) ( 8 ) $ 3.141 01/25/2023 S/K 407,874 12/31/2025 12/31/2025 Common stock, par value $0.0001 407,874 ( 6 ) 0 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Park West Asset Management LLC 900 LARKSPUR LANDING CIRCLE, SUITE 165 LARKSPUR, CA94939 X Signatures /s/ Grace Jimenez, Chief Financial Officer of Park West Asset Management LLC 02/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Park West Asset Management LLC ("PWAM") is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company ("PWIMF") and Park West Partners International, Limited, a Cayman Islands exempted company ("PWPI" and, collectively with PWIMF, the "PW Funds"). Peter S. Park ("Mr. Park"), through one or more affiliated entities, is the controlling manager of the Reporting Person. The Reporting Person's and Mr. Park's beneficial ownership is limited to their pecuniary interest, if any, in the securities reported herein. ( 2 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.295 to $2.565 per share, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein. ( 3 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.40 to $2.75 per share, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein. ( 4 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.375 to $2.785 per share, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein. ( 5 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.21 to $2.42 per share, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein. ( 6 )On November 23, 2022 the Reporting Person entered into an equity swap agreement with a third party. The reported equity swap was on a basket of securities, which included shares of the Issuer's common stock. Under the equity swap, the third party was obligated to pay to the Reporting Person the aggregate increase, if any, in value of the basket of securities between November 23, 2022 and December 31, 2025. In connection with the optional partial early termination of the equity swap agreement, the third party became obligated to pay to the Reporting Person the excess of the price per share of the Issuer's common stock on each of January 20, 2023, January 23, 2023, January 24, 2023 and January 25, 2023 over the price per share of the Iss uer's common stock on November 23, 2022. ( 7 )On November 23, 2022 the Reporting Person entered into an equity swap agreement with a third party. The reported equity swap was on a basket of securities, which included shares of the Issuer's common stock. Under the equity swap, the third party was obligated to pay to the Reporting Person the aggregate increase, if any, in value of the basket of securities between November 23, 2022 and December 30, 2025. In connection with the optional partial early termination of the equity swap agreement, the third party became obligated to pay to the Reporting Person the excess of the price per share of Issuer's common stock on January 20, 2023 over the price per share of the Issuer's common stock on November 23, 2022. ( 8 )The amount of any recoverable short swing profit from the Reporting Person resulting from the reported transactions will be calculated pursuant to Rule 16b-6(c)(2), and will be remitted to the Issuer.

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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