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^*

Neagle Matthew

(Last)

(First)

(Middle)

2200 1ST AVENUE S.

(Street)

SEATTLE

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)
12/23/2020

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	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)
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)
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
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