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) 12/23/2020 | ||||||||||||||||||||||||||
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 | 12/23/2020 | J(1) | 6,481 | A | (1) | 6,481 | D | |||
Common Stock | 12/23/2020 | J(1) | 254,174 | A | (1) | 254,174 | I(2) | See Footnotes(2) |
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) | $0.02 | 12/23/2020 | A | 16,441 | (3) | 02/01/2023 | Common Stock | 16,441 | $0 | 16,441 | D | ||||
Stock Option (right to buy) | $3.17 | 12/23/2020 | A | 11,744 | (3) | 02/11/2025 | Common Stock | 11,744 | $0 | 11,744 | D | ||||
Stock Option (right to buy) | $1.91 | 12/23/2020 | A | 4,345 | (4) | 02/20/2027 | Common Stock | 4,345 | $0 | 4,345 | D | ||||
Stock Option (right to buy) | $1.91 | 12/23/2020 | A | 2,513 | (5) | 03/22/2027 | Common Stock | 2,513 | $0 | 2,513 | D | ||||
Stock Option (right to buy) | $2.06 | 12/23/2020 | A | 7,046 | (6) | 03/06/2028 | Common Stock | 7,046 | $0 | 7,046 | D | ||||
Stock Option (right to buy) | $2.06 | 12/23/2020 | A | 2,348 | (6) | 03/06/2028 | Common Stock | 2,348 | $0 | 2,348 | D | ||||
Stock Option (right to buy) | $1.76 | 12/23/2020 | A | 7,046 | (7) | 03/06/2028 | Common Stock | 7,046 | $0 | 7,046 | D | ||||
Stock Option (right to buy) | $1.76 | 12/23/2020 | A | 2,348 | (7) | 06/25/2029 | Common Stock | 2,348 | $0 | 2,348 | D | ||||
Stock Option (right to buy) | $3.3 | 12/23/2020 | A | 2,348 | (8) | 06/04/2030 | Common Stock | 2,348 | $0 | 2,348 | D | ||||
Stock Option (right to buy) | $3.3 | 12/23/2020 | A | 7,046 | (8) | 06/04/2030 | Common Stock | 7,046 | $0 | 7,046 | 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. These shares of the Issuer's common stock ("Shares") are held by Ingleside Interests, LP over which the Reporting Person has sole voting and dispositive power. |
3. These 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 Porch's rights and obligations under the option. |
4. This option vests in 12 successive, equal monthly installments measured from February 21, 2017, subject to the Reporting Person's continuing employment. |
5. This option vests one year from February 21, 2017. |
6. This option vests in 4 successive, equal quarterly installments measured from March 7, 2018. |
7. This option vests in 4 successive, equal quarterly installments measured from March 7, 2019. |
8. This option vests in 4 successive, equal quarterly installments measured from March 7, 2020. |
/s/ Mathew Cullen as Attorney-in-fact for Joseph Hanauer | 12/29/2020 | |
** 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. |