| 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)
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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) 03/08/2022 | ||||||||||||||||||||||||||
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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 | 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 | |||
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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) | $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. | ||
| * 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. | ||