Sec Form 13D Filing - Ehrlichman Matt filing for PORCH GROUP INC (PRCH) - 2020-12-31

In addition, in connection with the consummation of the Business Combination, in accordance with the applicable terms of the Merger Agreement, pre-closing equity holders of Porch at the closing of the Business Combination received restricted shares of Common Stock, which will vest in accordance with the conditions described below (collectively, the “Earnout Consideration”), subject to further adjustment for certain corporate events affecting the Common Stock and subject to acceleration in the event of a sale of the Issuer, each in accordance with the applicable terms of the Merger Agreement.  With respect to the Earnout Consideration: (a) if, at any time during the three years following the closing of the Business Combination, the VWAP of Common Stock is greater than or equal to $18.00 for any twenty trading days within any thirty-trading day period, one-third (1/3) of the Earnout Consideration will vest; (b) if, at any time during the three years following the closing of the Business Combination, the VWAP of Common Stock is greater than or equal to $20.00 for any twenty trading days within any thirty-trading day period, one-third (1/3) of the Earnout Consideration will vest;  and (c) if, at any time during the three years following the closing of the Business Combination, the VWAP of Common Stock is greater than or equal to $22.00 for any twenty trading days within any thirty-trading day period, one-third (1/3) of the Earnout Consideration will vest, in each case, prior to the expiry of three (3) years from the consummation of the Business Combination.

For so long as Mr. Ehrlichman continues to beneficially own a significant percentage of the outstanding Common Stock, Mr. Ehrlichman will be able to significantly influence the composition of the Issuer’s board of directors (the “Board”) and the approval of actions requiring stockholder approval. Accordingly, for such period of time, Mr. Ehrlichman will have significant influence with respect to the Issuer’s management, business plans and policies, including the appointment and removal of the Issuer’s officers. In particular, for so long as Mr. Ehrlich man continue to beneficially own a significant percentage of Common Stock, Mr. Ehrlichman will be able to cause or prevent a change of control of the Issuer or a change in the composition of the Board and could preclude any unsolicited acquisition of the Issuer.

Mr. Ehrlichman intends to review his investments in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the disclosures set forth above, the terms of the agreements described in Item 6 herein, the Issuer’s financial position, operations, prospects, capital structure, strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to Mr. Ehrlichman, conditions in the securities market and general economic and industry conditions, take such actions with respect to his investments in the Issuer as he deems appropriate, including, without limitation: (i) proposing measures which he believes would enhance shareholder value; (ii) acquiring additional Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of the Common Stock or the Issuer (collectively, “Securities”) of the Issuer in the open market or otherwise; (iii) disposing of any or all of his Securities in the open market or otherwise; (iv) engaging in any hedging or similar transactions with respect to the Securities; or (v) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Also, consistent with Mr. Ehrlichman’s investment intent, Mr. Ehrlichman has engaged, and may further engage, in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the Board regarding the Issuer, including but not limited to its operations, governance and control.

(d) To the knowledge of Mr. Ehrlichman, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by the Schedule 13D.

Amended and Restated Registration Rights Agreement.  As of the closing of the Business Combination, the Issuer entered into the Amended and Restated Registration Rights Agreement (“A&R RRA”) with certain other Issuer stockholders.  In accordance with the A&R RRA, the parties to the A&R RRA and their permitted transferees are entitled to, among other things, customary registration rights, including demand, piggy-back and shelf registration rights. The A&R RRA also provides that the Issuer will pay certain expenses relating to such registrations and indemnify the registration rights holders against (or make contributions in respect of) certain liabilities which may arise under the Securities Act of 1933, as amended.

Exhibit 1 – Amended and Restated Registration Rights Agreement, dated December 23, 2020, by and among the Issuer and certain stockholders of the Issuer party thereto (incorporated by reference to Exhibit 10.4 of the Issuer’s Current Report on Form 8-K filed with the SEC on December 31, 2020)