Sec Form 13D Filing - Ehrlichman Matt filing for PORCH GROUP INC (PRCH) - 2023-09-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

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).

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Item 1 of the Schedule 13D is hereby amended and supplemented as follows:

This Amendment No. 7 to Schedule 13D (“Amendment No. 7”) relates to the shares of Common Stock, par value $0.0001 per share (“Common Stock”), of Porch Group, Inc. (the “Issuer” or the “Company”). The address of the principal executive offices of the Issuer is 411 1st Avenue South, Suite 501, Seattle, Washington 98104. This Amendment No. 5 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, Amendment No. 2, filed by Mr. Ehrlichman on March 21, 2022, Amendment No. 3 filed by Mr. Ehrlichman on May 17, 2022, Amendment No. 4 filed by Mr. Ehrlichman on November 23, 2022, Amendment No. 5 filed by Mr. Ehrlichman on April 18, 2023, and Amendment No. 6 filed by Mr. Ehrlichman on September 11, 2023 (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 of the Schedule 13D is hereby amended and supplemented as follows:

See Item 5(c) for a description of transactions. All transactions that involved the payment of consideration (other than the provision of services) were funded with the applicable Reporting Person’s personal funds, and funds were not borrowed or otherwise obtained for the purpose of obtaining such security.

Items 5(a) - (c) of the Schedule 13D are hereby amended and supplemented as follows:

(a, b) As of the date hereof, Mr. Ehrlichman may be deemed to beneficially own 22,368,311 shares of Common Stock, representing approximately 22.1% of the shares of Common Stock outstanding. This amount includes (i) 12,072,741 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 1,892,200 shares of Common Stock are currently exercisable and an option to acquire one share of Common Stock is exercisable within 60 days, (iii) 1,074,329 shares of Common Stock that are obtainable upon vesting and settlement of RSUs granted to Mr. Ehrlichman by the Company, 98,816 of which 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 vest only 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 3,265,660 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: 294,580 of the PRSUs will be earned each time when, 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.  An additional 633,446 PRSUs are subject to two performance goals, an Absolute Share Price and TTM Revenue Condition, each year over a three-year performance period (each year, an “Achievement Period”) and for the Achievement Periods in each of 2022, 2023 and 2024, Mr. Ehrlichman can earn 50% and 100% of one-third of the PRSUs (with straight-line interpolation between threshold and target) based upon the Absolute Share Price exceeding threshold and target amounts, provided that the TTM Revenue Condition target is also met for the applicable Achievement Period. For the Achievement Period in 2024, Mr. Ehrlichman can also earn up to 200% of the full PRSU award if the Absolute Share Price exceeds target and maximum amounts and the TTM Revenue Condition target is met for 2024; provided, that the maximum payout of the PRSU award is 200% of the target PRSUs for all Achievement Periods.  The remaining 1,748,474 PRSUs are subject to three performance goals: (i) Absolute Share Price for the three year performance period ending April 5, 2026; (ii) Issuer’s Adjusted EBITDA in 2025; and (iii) Issuer’s revenue in 2025.  Each of the revenue and Adjusted EBITDA goals of 50%, 100% and 200% of target correlate to threshold, target and maximum levels of performance, respectively. Consolidated financial results that fall between any of the established achievement levels will be interpolated between the applicable achievement levels for Revenue and Adjusted EBITDA. No PRSUs would be earned for a performance metric if actual performance is below the threshold level for the respective performance metric. The Compensation Committee does, however, have the ability to exercise negative discretion in its sole and absolute power.  Once determined, the actual number of earned PRSUs from each performance metric will be added to determine the total of earned PRSUs. Any earned PRSUs will vest upon the Compensation Committee’s determination of actual performance following the applicable performance period, provided that Mr. Ehrlichman is employed by Issuer on the date of determination.

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) 98,431,801 shares of Common Stock outstanding as of August 4, 2023 as reported in the Company’s Form 10-Q filed on August 9, 2023, (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 1,074,329 shares of Common Stock issuable to Mr. Ehrlichman upon vesting and (assuming gross) settlement of the RSU Awards.

(c) Schedule A attached hereto and incorporated herein by reference, sets forth all of Reporting Persons transactions in Issuer’s securities that have occurred since September 11, 2023.

Other than as set forth herein, no transactions in the Company’s securities have been effected by Mr. Ehrlichman during the past 60 days.

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.

September 29, 2023

 

Mr. Ehrlichman’s transactions since September 11, 2023

 

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¹ The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 in Schedule A.

² The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.8254 to $0.8800 per share.

³ The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.9000 to $0.9545 per share

⁴ The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.8600 to $0.8752 per share

⁵ The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.8450 to $0.8656 per share

⁶ The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.8500 to $0.8885 per share

⁷ The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.8250 to $0.8356 per share

⁸ The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.7870 to $0.7995 per share

⁹ The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.8000 to $0.8110 per share

¹⁰ The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.7910 to $0.8000 per share

¹¹ The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.7610 to $0.7690 per share

¹² The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.757 to $0.7602 per share

¹³ The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.7685 to $0.772 per share

¹⁴ The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.7710 to $0.7800 per share

¹⁵ The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $0.8044 to $0.8600 per share

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