Statement of Ownership (sc 13g)
January 12 2023 - 5:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
PORCH GROUP,
INC.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
733245104
(CUSIP Number)
December 31, 2022
Date of Event Which Requires Reporting
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule
13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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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CUSIP No. 733245104 |
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Page
2
of 10 |
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(1) |
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NAME OF
REPORTING PERSON St. Denis J. Villere & Company, L.L.C. |
(2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ☐ (b) ☒
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(3) |
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SEC USE ONLY
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(4) |
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CITIZENSHIP OR PLACE OR
ORGANIZATION Louisiana |
Number of
Shares beneficially
owned by each
reporting person
with: |
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(5) |
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SOLE VOTING POWER
5,570,766 |
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(6) |
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SHARED VOTING POWER
5,682,646 |
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(7) |
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SOLE DISPOSITIVE POWER
5,584,931 |
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(8) |
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SHARED DISPOSITIVE POWER
5,696,811 |
(9) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,696,811 Shares |
(10) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* N/A |
(11) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.67% |
(12) |
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TYPE OF REPORTING PERSON*
IA |
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Porch Group, Inc. Schedule 13G |
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2 |
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CUSIP No. 733245104 |
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Page
3
of 10 |
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(1) |
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NAME OF
REPORTING PERSON George V. Young |
(2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ☐ (b) ☒
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(3) |
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SEC USE ONLY
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(4) |
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CITIZENSHIP OR PLACE OR
ORGANIZATION Louisiana |
Number of
Shares beneficially
owned by each
reporting person
with: |
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(5) |
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SOLE VOTING POWER
26,795 |
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(6) |
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SHARED VOTING POWER
5,682,646 |
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(7) |
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SOLE DISPOSITIVE POWER
26,795 |
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(8) |
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SHARED DISPOSITIVE POWER
5,611,726 |
(9) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,696,811 Shares |
(10) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* N/A |
(11) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.67% |
(12) |
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TYPE OF REPORTING PERSON*
IN |
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Porch Group, Inc. Schedule 13G |
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3 |
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CUSIP No. 733245104 |
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Page
4
of 10 |
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(1) |
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NAME OF
REPORTING PERSON St. Denis J. Villere II |
(2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ☐ (b) ☒
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(3) |
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SEC USE ONLY
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(4) |
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CITIZENSHIP OR PLACE OR
ORGANIZATION Louisiana |
Number of
Shares beneficially
owned by each
reporting person
with: |
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(5) |
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SOLE VOTING POWER
6,550 |
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(6) |
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SHARED VOTING POWER
5,682,646 |
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(7) |
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SOLE DISPOSITIVE POWER
6,550 |
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(8) |
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SHARED DISPOSITIVE POWER
5,591,481 |
(9) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,696,811 Shares |
(10) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* N/A |
(11) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.67% |
(12) |
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TYPE OF REPORTING PERSON*
IN |
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Porch Group, Inc. Schedule 13G |
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4 |
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CUSIP No. 733245104 |
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Page
5
of 10 |
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(1) |
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NAME OF
REPORTING PERSON St. Denis J. Villere III |
(2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ☐ (b) ☒
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(3) |
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SEC USE ONLY
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(4) |
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CITIZENSHIP OR PLACE OR
ORGANIZATION Louisiana |
Number of
Shares beneficially
owned by each
reporting person
with: |
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(5) |
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SOLE VOTING POWER
47,165 |
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(6) |
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SHARED VOTING POWER
5,682,646 |
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(7) |
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SOLE DISPOSITIVE POWER
47,165 |
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(8) |
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SHARED DISPOSITIVE POWER
5,632,096 |
(9) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,696,811 Shares |
(10) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* N/A |
(11) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.67% |
(12) |
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TYPE OF REPORTING PERSON*
IN |
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Porch Group, Inc. Schedule 13G |
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5 |
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CUSIP No. 733245104 |
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Page
6
of 10 |
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(1) |
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NAME OF
REPORTING PERSON Lamar G. Villere |
(2) |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP* (a) ☐ (b) ☒
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(3) |
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SEC USE ONLY
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(4) |
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CITIZENSHIP OR PLACE OR
ORGANIZATION Louisiana |
Number of
Shares beneficially
owned by each
reporting person
with: |
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(5) |
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SOLE VOTING POWER
31,370 |
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(6) |
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SHARED VOTING POWER
5,682,646 |
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(7) |
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SOLE DISPOSITIVE POWER
31,370 |
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(8) |
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SHARED DISPOSITIVE POWER
5,616,301 |
(9) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,696,811 Shares |
(10) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES* N/A |
(11) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 5.67% |
(12) |
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TYPE OF REPORTING PERSON*
IN |
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Porch Group, Inc. Schedule 13G |
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CUSIP No. 733245104 |
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Page
7
of 10 |
SCHEDULE 13G
ITEM 1.
(a)-(b) This Schedule 13G relates to
shares of Common Stock (the Shares) of PORCH GROUP, INC., a Delaware corporation (the Issuer), whose principal executive offices are located at 411 1st Avenue S., Seattle, WA 98104.
ITEM 2.
(a) This Statement is filed by and on
behalf of each of the following persons (collectively, the Reporting Persons):
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1. |
St. Denis J. Villere & Company, L.L.C. (Villere); |
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3. |
St. Denis J. Villere II; |
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4. |
St. Denis J. Villere III; |
Each of the Reporting Persons is party to that certain Joint Filing Agreement. Villere is a registered investment advisor which beneficially
owns Shares in various accounts under its management and control. Messrs. G. Young, S. Villere II, S. Villere III and L. Villere serve as members of Villere.
(b) The principal business office of Reporting Persons is located at 601 Poydras St., Suite 1808, New Orleans, Louisiana 70130.
(c) Villere is a Louisiana limited liability company. Messrs. Young, Villere, Villere, and Villere are citizens of the United States of
America.
(d) Title of Class of Securities: Common Stock.
(e) CUSIP Number: 733245104.
ITEM 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) |
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☐ |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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Porch Group, Inc. Schedule 13G |
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CUSIP No. 733245104 |
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Page
8
of 10 |
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(d) |
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☐ |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
ITEM 4. Ownership.
(a) and (b)
Amount beneficially owned and Percent of Class:
As of the date of this Statement, the Reporting Persons beneficially owned in the aggregate 5,696,811
Shares of Common Stock which equates to approximately 5.67 % of the outstanding Shares (the percentage of Shares of Common Stock owned being based upon 100,554,543 Shares outstanding at November 7, 2022 as set forth in the Issuers
Form 10-Q for September 30, 2022). Villere has direct beneficial ownership of the Shares of Common Stock in the accounts for which it serves as the investment adviser under its investment management
agreements.
Each of Messrs. Young, S. Villere II, S. Villere III and L. Villere, as members of Villere, may be deemed the beneficial owners of the
5,696,811 Shares beneficially owned by Villere, which represents approximately 5.67 % of the issued and outstanding Shares. Messrs. Young, S. Villere II, S. Villere III and L. Villere disclaim beneficial ownership of such Shares and report
individual ownership as set forth in the schedules above.
(c) Power to vote or dispose.
Villere has the power to vote 5,682,646 Shares and the power to dispose of 5,584,931 Shares.
ITEM 5. Ownership of Five Percent or Less of a Class.
Not applicable .
ITEM 6. Ownership of More than
Five Percent on Behalf of another Person.
Not applicable.
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
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Porch Group, Inc. Schedule 13G |
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CUSIP No. 733245104 |
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Page
9
of 10 |
ITEM 8. Identification and Classification of Members of the Group.
Villere is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, and its principal business is
managing a number of accounts containing securities over which Villere has voting and dispositive power. Each of Messrs. Young, S. Villere II, S. Villere III and L. Villere has a controlling interest in Villere.
ITEM 9. Notice of Dissolution of Group.
Not
Applicable.
ITEM 10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Porch Group, Inc. Schedule 13G |
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CUSIP No. 733245104 |
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Page
10
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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.
Dated: January 12, 2023
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ST. DENIS J. VILLERE & COMPANY, L.L.C. |
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By: |
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/s/ George Young |
Name: |
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George Young |
Title: |
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Member |
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GEORGE V. YOUNG |
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/s/ George Young |
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ST. DENIS J. VILLERE II |
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/s/ St. Denis J. Villere II |
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ST. DENIS J. VILLERE III |
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/s/ St. Denis J. Villere III |
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LAMAR G. VILLERE |
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/s/ Lamar G. Villere |
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Porch Group, Inc. Schedule 13G |
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10 |
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