FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Ehrlichman Matt
2. Issuer Name and Ticker or Trading Symbol

Porch Group, Inc. [ PRCH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO, CHAIRMAN AND FOUNDER
(Last)          (First)          (Middle)

411 FIRST AVENUE SOUTH, SUITE 501
3. Date of Earliest Transaction (MM/DD/YYYY)

4/7/2023
(Street)

SEATTLE, WA 98104
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 4/7/2023  A  582825 (1)A$0 11246640 D 
 
Common Stock         6645508 I (2)By LLC (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-based Restricted Stock Units  (3)4/7/2023  A   874237     (3) (3)Common Stock 874237 $0 874237 D 
 

Explanation of Responses:
(1) Represents a grant of restricted stock units ("PRSUs"). Each RSU represents a right to receive one share of the Issuer's common stock upon vesting. 25% of the RSUs shall vest on April 5, 2024, then 1/6th of the remaining RSUs shall vest every 6 months for the next 36 months, subject to the Reporting Person's employment or service with the Issuer as contemplated in the RSU Award Agreement.
(2) Issuer common stock held by West Equities, LLC over which Reporting Person has sole voting and dispositive power.
(3) Represents a grant of performance-based RSUs ("PRSUs"). Each PRSU represents a right to receive one share of the Issuer's common stock upon vesting. The PRSUs are earned based on the achievement of specified share price goals for specified time periods during a three-year performance period ending April 7, 2026. The Reporting Person could earn 0-200% of the amount reported depending on the level of performance achieved. The PRSUs reported represent 50% of the full award, additional shares could be earned upon achievement of profit (25%) and revenue (25%) performance goals. The PRSUs will vest upon the certification of achievement by the Compensation Committee of the Board of Directors of the Issuer following the end of the performance period, subject to the Reporting Person's employment or service with the Issuer as contemplated in the PRSU Award Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Ehrlichman Matt
411 FIRST AVENUE SOUTH
SUITE 501
SEATTLE, WA 98104
XXCEO, CHAIRMAN AND FOUNDER

Signatures
/s/ Matthew Cullen, Attorney-in-Fact4/7/2023
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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