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) 12/09/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/13/2021 |
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 | 12/09/2021 | A(1) | 8,612 | A | $0(1) | 8,518,317(2)(3) | D | |||
Common Stock | 12/09/2021 | F(4) | 157,014 | D | $21.71 | 8,361,303(2)(3) | D | |||
Common Stock | 12/09/2021 | A(1) | 5,627 | A | $0(1) | 6,645,508(2)(3) | I(5) | See Footnote(5) |
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 |
Explanation of Responses: |
1. Represents additional restricted shares of common stock ("Earnout Shares") of Porch Group, Inc. (the "Issuer") issued pursuant to the Earnout Share adjustment mechanics in the Agreement and Plan of Merger, dated as of July 30, 2020, (as amended, the "Merger Agreement"), by and among the Issuer (f/k/a PropTech Acquisition Corporation), Porch.com, Inc. and the other parties thereto. |
2. The original Form 4, filed on December 13, 2021 (the "Original Form 4"), is being amended by this Form 4 amendment solely to correct the following inadvertent administrative errors made in calculating the number of shares beneficially owned by the reporting person as a result of each of three transactions listed on the Original Form 4. After the first transaction, the Original Form 4 listed 6,648,493 shares as being directly beneficially owned by the reporting person when it should have listed 8,518,317 as being directly beneficially owned by the reporting person following that transaction. |
3. After the second transaction, the Original Form 4 listed 6,491,479 shares as being directly beneficially owned by the reporting person when it should have listed 8,361,303 as being directly beneficially owned by the reporting person following that transaction. After the third transaction, the Original Form 4 listed 8,515,332 shares as being indirectly beneficially owned by the reporting person when it should have listed 6,645,508 as being indirectly beneficially owned by the reporting person following that transaction. |
4. Represents Earnout Shares forfeited to satisfy tax obligations in connection with the vesting of 526,517 Earnout Shares previously reported on Table I due to Issuer meeting the $20.00 common stock price hurdle set forth in the Merger Agreement and the corresponding vesting of one-third (1/3) of all Earnout Shares issued under the Merger Agreement. |
5. These shares of Common Stock are held by West Equities, LLC over which the Reporting Person has sole voting and dispositive power. |
/s/ Matthew Cullen, as Attorney-in-fact | 02/14/2022 | |
** 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. |