| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Porch Group, Inc. [ PRCH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/23/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/23/2020 | J(1) | 239,848 | A | $0(1) | 239,848 | D | |||
| Common Stock | 12/23/2020 | J(14) | 187,904 | A | $0(14) | 427,752 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (right to buy) | $3.3 | 12/23/2020 | A | 23,488 | (2) | 06/04/2030 | Common Stock | 23,488 | $0 | 23,488 | D | ||||
| Stock Option (right to buy) | $3.3 | 12/23/2020 | A | 18,035 | (3) | 06/04/2030 | Common Stock | 18,035 | $0 | 18,035 | D | ||||
| Stock Option (right to buy) | $3.18 | 12/23/2020 | A | 37,580 | (4) | 09/10/2025 | Common Stock | 37,580 | $0 | 37,580 | D | ||||
| Stock Option (right to buy) | $1.92 | 12/23/2020 | A | 30,534 | (5) | 02/20/2027 | Common Stock | 30,534 | $0 | 30,534 | D | ||||
| Stock Option (right to buy) | $1.92 | 12/23/2020 | A | 1,189 | (5) | 05/14/2027 | Common Stock | 1.189 | $0 | 1.189 | D | ||||
| Stock Option (right to buy) | $1.92 | 12/23/2020 | A | 1,963 | (6) | 08/18/2027 | Common Stock | 1,963 | $0 | 1,963 | D | ||||
| Stock Option (right to buy) | $1.92 | 12/23/2020 | A | 5,789 | (7) | 08/18/2027 | Common Stock | 5,789 | $0 | 5,789 | D | ||||
| Stock Option (right to buy) | $2.07 | 12/23/2020 | A | 5,225 | (6) | 06/05/2028 | Common Stock | 5,225 | $0 | 5,225 | D | ||||
| Stock Option (right to buy) | $2.07 | 12/23/2020 | A | 12,667 | (8) | 06/05/2028 | Common Stock | 12,667 | $0 | 12,667 | D | ||||
| Stock Option (right to buy) | $2.07 | 12/23/2020 | A | 6,972 | (6) | 06/05/2028 | Common Stock | 6,972 | $0 | 6,972 | D | ||||
| Stock Option (right to buy) | $2.07 | 12/23/2020 | A | 4,078 | (6) | 06/05/2028 | Common Stock | 4,078 | $0 | 4,078 | D | ||||
| Stock Option (right to buy) | $2.07 | 12/23/2020 | A | 11,515 | (9) | 06/05/2028 | Common Stock | 11,515 | $0 | 11,515 | D | ||||
| Stock Option (right to buy) | $2.73 | 12/23/2020 | A | 15,327 | (6) | 08/23/2028 | Common Stock | 15,327 | $0 | 15,327 | D | ||||
| Stock Option (right to buy) | $2.73 | 12/23/2020 | A | 15,327 | (10) | 08/23/2028 | Common Stock | 15,327 | $0 | 15,327 | D | ||||
| Restricted Stock Units | (11) | 12/23/2020 | A | 26,884 | (11) | 07/23/2027 | Common Stock | 26,884 | $0 | 26,884 | D | ||||
| Restricted Stock Units | (12) | 12/23/2020 | A | 31,365 | (12) | 07/23/2027 | Common Stock | 31,365 | $0 | 31,365 | D | ||||
| Restricted Stock Units | (13) | 12/23/2020 | A | 2,240 | (13) | 10/01/2027 | Common Stock | 2,240 | $0 | 2,240 | D | ||||
| Restricted Stock Units | (13) | 12/23/2020 | A | 8,961 | (13) | 10/01/2027 | Common Stock | 8,961 | $0 | 8,961 | D | ||||
| 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. This option vests as follows: (i) 25% percent of the award vests on the sixth-month anniversary of the grant date, with 25% vesting in 36 equal monthly installments thereafter and (ii) 25% of the award vests on the sixth-month anniversary of the grant date, with 25% vesting in 6 equal monthly installments thereafter. The portion of the award described in clause (i) accelerates upon a change of control of the issuer. |
| 3. This option vests 25% upon grant, 25% on the first anniversary of the grant date and 50% in 36 equal monthly installments thereafter. |
| 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. Of the then-unvested shares subject to the option, 50% will vest immediately upon a change in control, with the remaining unvested portion of the option vesting (i) in the event of a qualifying termination of employment within 12 months after such change in control, or (ii) in the event the acquiror does not assume Issuer's rights and obligations under the option. |
| 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. Of the then-unvested shares subject to the option, 100% will vest immediately following a change of control (i) in the event of a qualifying termination of employment within 12 months after such change in control, or (ii) in the event the acquiror does not assume Issuer's rights and obligations under the option. |
| 6. 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. |
| 7. This option vested 100% on July 1, 2017. |
| 8. This option vested 100% on April 1, 2018. |
| 9. This option vested 100% on March 1, 2018. |
| 10. This option vested 100% on July 1, 2018. |
| 11. This restricted stock unit award is subject to a continued service vesting condition (the first vesting event occurs on October 1, 2020 and the second on July 1, 2021) with 50% of the shares vesting on each date. |
| 12. This restricted stock unit award is subject to a continued service vesting condition (the first vesting event occurs on July 1, 2020 and the second on March 1, 2021) with 50% of the shares vesting on each date. |
| 13. This restricted stock unit award is subject to a continued service vesting condition on March 1, 2021 with 100% of this award vesting on such date. |
| 14. These shares of restricted stock were acquired on July 26, 2019. The shares of restricted stock vest 50% on the second anniversary of the purchase date, with an additional 25% vesting on each of the third and fourth anniversaries of the purchase date, provided the Reporting Person is employed by the Issuer on such dates, subject to the occurrence of a "Liquidity Event" as such term is defined the Restricted Stock Purchase Agreement between the Reporting Person and the Issuer. |
| /s/ Matthew Cullen as Attorney-in-fact for Matthew Neagle | 12/30/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
