Porch (PRCH) Form 4 Porch / Matt Ehrlichman ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ehrlichman Matt

(Last) (First) (Middle)

411 FIRST AVENUE SOUTH

SUITE 501

(Street)

SEATTLE WA 98104

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

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.

	/s/ Matthew Cullen, Attorney-in-Fact	04/07/2023
	** Signature of Reporting Person	Date
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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