Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Porch Group, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
733245 104
(CUSIP Number)
Matthew A. Ehrlichman
2200 1st Avenue S.,
Seattle, Washington 98134
206-947-2472
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 17, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 5 Pages
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1
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NAMES OF REPORTING PERSONS
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Matthew A. Ehrlichman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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17,852,581 (1)
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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16,940,255
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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17,852,581 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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17.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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| (1) |
This amount includes an aggregate 912,326 shares of Common Stock which constitute Earnout Consideration (as defined in the Original Schedule 13D), over which the Reporting Person has voting power but not dispositive power.
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Page 3 of 5 Pages
| Item 1. |
Security and Issuer
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Item 1 of the Schedule 13D is hereby amended and supplemented as follows:
This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the shares of Common Stock, par value $0.0001 per
share (the “Common Stock”), of Porch Group, Inc. (the “Issuer” or the “Company”). The address of the principal executive offices of the Issuer is 2200 1st Avenue South, Suite 300, Seattle, Washington 98134. This Amendment No. 2 amends and
supplements, as set forth below, the Schedule 13D filed by Mr. Ehrlichman on December 31, 2020 (the “Original Schedule 13D”), as amended by Amendment No. 1, filed by Mr. Ehrlichman on February 16, 2022 (collectively, the “Schedule 13D”). All
capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. The Schedule 13D is amended and supplemented by adding the information contained herein, and only those items amended are reported herein.
| Item 3. |
Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On March 17, 2022, Mr. Ehrlichman purchased 131,737 shares of Common Stock for an aggregate purchase price of approximately $1,000,002.53,
excluding commissions, using his personal funds.
| Item 5. |
Interest in Securities of the Issuer
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Item 5(a) – (c) of the Schedule 13D is hereby amended and supplemented as follows:
(a, b) As of the date hereof, Mr. Ehrlichman may be deemed to
beneficially own 17,852,581 shares of Common Stock, representing approximately 17.7% of the shares of Common Stock outstanding. This amount includes (i) 7,894,028 shares of Common Stock held directly
by Mr. Ehrlichman, (ii) 1,892,203 shares of Common Stock that are obtainable upon exercise of options granted to Mr. Ehrlichman by the Company, of which options to acquire 1,726,135 shares of Common Stock are currently exercisable and options
to acquire 55,353 shares of Common Stock are exercisable within 60 days, (iii) 737,312 shares of Common Stock that are obtainable upon vesting and settlement
of RSUs granted to Mr. Ehrlichman by the Company, of which 72,421 RSUs vest within 60 days, (iv) 683,530 shares of Common Stock which constitute unvested Earnout Consideration held by Mr. Ehrlichman,
(v) 6,416,712 shares of Common Stock held by West Equities, LLC, over which Mr. Ehrlichman has sole voting and investment power, and (vi) 228,796 shares of Common Stock which constitute unvested Earnout Consideration held by West
Equities LLC. The 683,530 shares of Common Stock which constitute Earnout Consideration held by Mr. Ehrlichman and the 228,796 shares of Common Stock which constitute Earnout Consideration held by West Equities LLC all are currently unvested and
will only vest if, at any time during the three years following the closing of the Business Combination, the volume-weighted average price of Common Stock is greater than or equal to $22.00 for any twenty trading days within any thirty-trading
day period. However, Mr. Ehrlichman currently has voting power over the shares of Common Stock which constitute Earnout Consideration held directly by each of Mr. Ehrlichman and West Equities LLC and, accordingly, these shares have been added to
his beneficial ownership reported herein.
Mr. Ehrlichman’s reported beneficial ownership excludes 883,740 shares of Common Stock underlying PRSUs granted to Mr. Ehrlichman, which will only be issued to Mr. Ehrlichman upon satisfaction of the following
performance conditions: one-third of the PRSUs will be earned if, within 36 months following the grant date, the closing price of a share of Common Stock is greater than or equal to $26.00, $28.00 and $30.00,
respectively, over any 20 trading days within any 30-consecutive trading day period. One-third of the PRSUs is associated with the achievement of each stock price hurdle.
Page 4 of 5 Pages
The beneficial ownership percentages
reported herein were calculated in accordance with Rule 13d-3(d)(1)(i)(D) and are based on the sum of (i) 98,135,339 shares of Common Stock outstanding as of March 11, 2022 as reported in the Company’s Form 10-K filed on March 16, 2022, (ii) the 1,892,203 shares of Common Stock issuable to Mr. Ehrlichman upon exercise of options granted to Mr. Ehrlichman by the Company, and (iii) the 737,312 shares of Common Stock issuable to Mr. Ehrlichman upon vesting and (assuming gross) settlement of the RSU Awards.
(c) On March 17, 2022, Mr. Ehrlichman purchased an aggregate 131,737 shares of Common Stock on the open market at a
volume-weighted average price of $7.5909. These shares of Common Stock were purchased in multiple transactions at prices ranging from $7.29 to $7.91, inclusive. Mr. Ehrlichman undertakes to provide to
the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein. Other
than as set forth herein, no transactions in the Company’s securities have been effected by Mr. Ehrlichman during the past 60 days.
Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
| March 21, 2022 | |||
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Matthew A. Ehrlichman
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By:
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/s/ Matthew A. Ehrlichman
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