Matthew Neagle Form 4 Porch / Matthew Neagle 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^*

Neagle Matthew

(Last) (First) (Middle)

2200 1ST AVE S

(Street)

SEATTLE WA 98134

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHIEF OPERATING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2022

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	03/08/2022		M(1)		31,524	A	$1.92	420,842	D
Common Stock	03/08/2022		M(1)		8,481	A	$2.07	429,323	D
Common Stock	03/08/2022		M(1)		1,277	A	$2.73	430,600	D
Common Stock	03/08/2022		M(1)		1,580	A	$3.3	432,180	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 (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)	$1.92	03/08/2022		M		770		(2)	05/14/2027	Common Stock	770	$0	0	D
Stock Option (right to buy)	$1.92	03/08/2022		M		30,535		(3)	02/20/2027	Common Stock	30,535	$0	0	D
Stock Option (right to buy)	$1.92	03/08/2022		M		219		(4)	08/18/2027	Common Stock	219	$0	0	D
Stock Option (right to buy)	$2.07	03/08/2022		M		3,470		(5)	06/05/2028	Common Stock	3,470	$0	291	D
Stock Option (right to buy)	$2.07	03/08/2022		M		2,903		(5)	06/05/2028	Common Stock	2,903	$0	264	D
Stock Option (right to buy)	$2.07	03/08/2022		M		2,108		(6)	06/05/2028	Common Stock	2,108	$0	0	D
Stock Option (right to buy)	$2.73	03/08/2022		M		1,277		(5)	08/23/2028	Common Stock	1,277	$0	1,278	D
Stock Option (right to buy)	$3.3	03/08/2022		M		734		(7)	06/04/2030	Common Stock	734	$0	5,869	D
Stock Option (right to buy)	$3.3	03/08/2022		M		846		(8)	06/04/2030	Common Stock	846	$0	7,045	D

Explanation of Responses:

1. The transactions reported on this Form 4 represent a cash exercise of options by the reporting person for 42,862 shares of the Issuer's Common stock and are exempt from Section 16(b) by reason of Rule 16b-3. No sales of Issuer stock have occurred as part of these transactions.

2. This option vested 100% on April 1, 2021.

3. This option vested 100% on January 1, 2021.

4. This option vested 100% on July 1, 2021.

5. This option vested 25% on the first anniversary of the vesting commencement date and the remainder vests in equal monthly installments thereafter over the next 36 months, subject to continuous employment.

6. This option vested 100% on March 1, 2022.

7. With respect to half of the shares subject to this option, 50% vested in one year, with six month cliff and monthly thereafter and, with respect to the remaining half of the shares subject to the this option, 50% vested on the one-year anniversary of the vesting commencement date and the remainder vests monthly thereafter for the following 36 months, subject to continuous employment.

8. This option vested 25% on the vesting commencement date, and 25% of the remainder vested on the 12 month anniversary of the vesting commencement date. The remainder vests in equal monthly installments thereafter over the next 36 months, subject to continuous employment.

	/s/ Matthew Cullen, Attorney-in-Fact	03/10/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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