SEC FORM 4

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^*

Park West Asset Management LLC

(Last)

(First)

(Middle)

900 LARKSPUR LANDING CIRCLE, SUITE 165

(Street)

LARKSPUR

94939

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

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 Issuer'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.

	/s/ Grace Jimenez, Chief Financial Officer of Park West Asset Management LLC	02/14/2023
	** 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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