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 SOUTH, SUITE 300

(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)
03/02/2021

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	03/02/2021		M		56,008	A	⁽¹⁾	295,856⁽²⁾	D
Common Stock	03/02/2021		F		14,419	D	$19.09	281,437⁽²⁾	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)
Restricted Stock Units	⁽¹⁾	03/02/2021		M			8,961	⁽³⁾	⁽³⁾	Common Stock	8,961	$0	0	D
Restricted Stock Units	⁽¹⁾	03/02/2021		M			31,365	⁽⁴⁾	⁽⁴⁾	Common Stock	31,365	$0	0	D
Restricted Stock Units	⁽¹⁾	03/02/2021		M			2,240	⁽⁵⁾	⁽⁵⁾	Common Stock	2,240	$0	0	D
Restricted Stock Units	⁽¹⁾	03/02/2021		M			13,442	⁽⁶⁾	⁽⁶⁾	Common Stock	13,442	$0	13,442	D

Explanation of Responses:

1. Restricted stock units convert into Common Stock on a one-for-one basis.

2. Includes earn out shares granted in connection with Porch Group, Inc.'s initial business combination, subject to certain vesting and clawback provisions.

3. 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.

4. 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.

5. 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.

6. 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.

	/s/Matthew Cullen as Attorney-in-fact for Matthew Neagle	03/11/2021
	** 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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