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).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
09/28/2023
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 09/28/2023 P(1) 68,933 A $0.8418(2) 13,830,600 D
Common Stock 09/29/2023 P(1) 2,439 A $0.8 13,833,039 D
Common Stock 10/01/2023 F(3) 6,580 D $0.8026 13,826,459 D
Common Stock 10/01/2023 F(4) 3,612 D $0.8026 13,822,847 D
Common Stock 10/01/2023 F(5) 14,444 D $0.8026 13,808,403 D
Common Stock 10/02/2023 P(6) 67,225 A $0.791(7) 13,875,628 D
Common Stock 6,645,508 I(8) By LLC(8)
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
Explanation of Responses:
1. Represents a purchase pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on June 2, 2023 (the "10b5-1 Plan"). The 10b5-1 Plan is scheduled to terminate on December 31, 2023 and covers the purchase of up to an aggregate of 2,327,777 shares of the Issuer's common stock. Trading under the 10b5-1 Plan did not commence until at least 90 days following the date on which the plan was entered.
2. The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.8044 to $0.8600 per share. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.
3. These shares represent shares withheld on semi-annual vesting of the Reporting Person's May 20, 2022 RSU grant. The RSUs will continue to vest ratably on a semi-annual bases over 36 months, with the vesting period commencing on April 1, 2022.
4. These shares represent shares withheld on the quarterly vesting of the Reporting Person's February 10, 2022 RSU grant. The RSUs will continue to vest ratably on a quarterly basis over 30 months, with the vesting period commencing on October 1, 2021.
5. These shares represent shares withheld on the quarterly vesting of the Reporting Person's February 10, 2022 RSU grant. The RSUs will continue to vest ratably on a quarterly basis over 36 months, with the vesting period commencing on October 1, 2021.
6. Represents a purchase pursuant the 10b5-1 Plan. The 10b5-1 Plan is scheduled to terminate on December 31, 2023 and covers the purchase of up to an aggregate of 2,327,777 shares of the Issuer's common stock. Following the purchase on October 2, 2023, all shares of the Issuer's common stock subject to the 10b5-1 Plan had been purchased and the 10b5-1 Plan terminated in accordance with its terms. Trading under the 10b5-1 Plan did not commence until at least 90 days following the date on which the plan was entered.
7. The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.7907 to $0.7912 per share. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.
8. Issuer common stock held by West Equities, LLC over which the Reporting Person has sole voting and dispositive power.
Remarks:
/s/ Matthew Cullen, as Attorney-in-fact 10/02/2023
** 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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