SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Park West Asset Management LLC

(Last)

(First)

(Middle)

900 LARKSPUR LANDING CIRCLE,

SUITE 165

(Street)

LARKSPUR

94939

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/19/2023

3. Issuer Name and Ticker or Trading Symbol
Porch Group, Inc. [ PRCH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	10,094,863	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
0.75% Convertible Senior Notes due 2026	⁽²⁾⁽³⁾	09/15/2026	Common Stock, par value $0.0001 per share	1,912,709	39.9956	I	See Footnote⁽¹⁾
Equity Swap (right to buy)⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.0001 per share	2,425,808	⁽⁴⁾	I	See Footnote⁽¹⁾
Equity Swap (right to buy)⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.0001 per share	172,816	⁽⁵⁾	I	See Footnote⁽¹⁾
Total Return Swap⁽⁶⁾	04/21/2025	04/21/2025	Common Stock, par value $0.0001 per share	286,411	⁽⁶⁾	I	See Footnote⁽¹⁾

Explanation of Responses:

1. Park West Asset Management LLC ("PWAM" or the "Reporting Person") is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company ("PWIMF") and Park West Partners International, Limited, a Cayman Islands exempted company ("PWPI" and, collectively with PWIMF, the "PW Funds"). Peter S. Park ("Mr. Park"), through one or more affiliated entities, is the controlling manager of the Reporting Person. The Reporting Person's and Mr. Park's beneficial ownership is limited to their pecuniary interest, if any, in the securities reported herein.

2. The 0.75% Convertible Senior Notes due 2026 (the "Notes") are convertible (in whole or in part) at any time prior to the close of business on the business day immediately preceding June 15, 2026 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on December 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Issuer's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

3. (ii) during the 5 business day period after any 5 consecutive trading day period (the "Measurement Period") in which the trading price per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of Common Stock and the conversion rate on each such trading day; (iii) if the Issuer calls any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of certain corporate events as specified in the indenture governing the Notes. The Reporting Person expressly disclaims beneficial ownership of the shares of Common Stock underlying the Notes except to the extent of its pecuniary interest therein.

4. The Reporting Person is a party to an equity swap agreement with a third party. The reported equity swap is on a basket of securities, which includes shares of the Issuer's common stock. Under the equity swap, the Reporting Person will receive from the third party the aggregate increase, if any, in value of the basket of securities between November 23, 2022 and December 31, 2025.

5. The Reporting Person is a party to an equity swap agreement with a third party. The reported equity swap is on a basket of securities, which includes shares of the Issuer's common stock. Under the equity swap, the Reporting Person will receive from the third party the aggregate increase, if any, in value of the basket of securities between November 23, 2022 and December 30, 2025.

6. The Reporting Person has entered into a total return swap agreement (the "Swap") with an unaffiliated third party financial institution, which provide the Reporting Persons with economic exposure to an aggregate of 286,411 shares of the Issuer's common stock. The Swap provides the Reporting Person with economic results that are comparable to the economic results of ownership but do not provide the Reporting Person the power to vote or direct the voting or dispose of or direct the disposition of the shares of common stock that are the subject of the Swap (the "Subject Shares"). The Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent of its pecuniary interest therein.

	/s/ Grace Jimenez, Chief Financial Officer of Park West Asset Management LLC	02/14/2023
	** Signature of Reporting Person	Date
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 5 (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 Number.

SEC Form 3: New insider Park West Asset Management Llc claimed ownership of 10,094,863 shares