CUSIP
No. 733245104 |
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(1)
Names of Reporting Persons |
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Park
West Asset Management LLC |
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(2)
Check the Appropriate Box if a Member of a Group |
(a)
☐ |
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(b)
☐ |
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(3)
SEC Use Only |
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(4)
Citizenship or Place of Organization |
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Delaware
|
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Number
of Shares Beneficially Owned By Each Reporting Person With |
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(5)
Sole Voting Power: |
0* |
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|
(6)
Shared Voting Power: |
5,448,763* |
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|
(7)
Sole Dispositive Power: |
0* |
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|
(8)
Shared Dispositive Power: |
5,448,763* |
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(9)
Aggregate Amount Beneficially Owned by Each Reporting Person |
|
5,448,763* |
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(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): |
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☐ |
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(11)
Percent of Class Represented by Amount in Row (9) |
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5.4%* |
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(12)
Type of Reporting Person |
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IA |
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*
See Item 4 for additional information.
CUSIP
No. 733245104 |
(1)
Names of Reporting Persons |
|
Park
West Investors Master Fund, Limited |
|
(2)
Check the Appropriate Box if a Member of a Group |
(a)
☐ |
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(b)
☐ |
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(3)
SEC Use Only |
(4)
Citizenship or Place of Organization |
|
Cayman
Islands |
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Number
of Shares Beneficially Owned By Each Reporting Person With |
|
|
(5)
Sole Voting Power: |
0* |
|
|
(6)
Shared Voting Power: |
4,968,326* |
|
|
(7)
Sole Dispositive Power: |
0* |
|
|
(8)
Shared Dispositive Power: |
4,968,326* |
|
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person |
|
4,968,326* |
|
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): |
|
☐ |
|
(11)
Percent of Class Represented by Amount in Row (9) |
|
4.9%* |
|
(12)
Type of Reporting Person |
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CO |
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*
See Item 4 for additional information.
CUSIP
No. 733245104 |
(1)
Names of Reporting Persons |
|
Peter
S. Park |
|
(2)
Check the Appropriate Box if a Member of a Group |
(a)
☐ |
|
|
(b)
☐ |
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|
|
(3)
SEC Use Only |
(4)
Citizenship or Place of Organization |
|
United
States of America |
|
Number
of Shares Beneficially Owned By Each Reporting Person With |
|
|
(5)
Sole Voting Power: |
0* |
|
|
(6)
Shared Voting Power: |
5,448,763* |
|
|
(7)
Sole Dispositive Power: |
0* |
|
|
(8)
Shared Dispositive Power: |
5,448,763* |
|
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person |
|
5,448,763* |
|
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): |
|
☐ |
|
(11)
Percent of Class Represented by Amount in Row (9) |
|
5.4%* |
|
(12)
Type of Reporting Person |
|
IN |
|
*
See Item 4 for additional information.
Item
1(a). Name Of Issuer:
Porch Group, Inc., a Delaware corporation (the “Company”)
Item
1(b). Address of Issuer’s Principal Executive Offices:
411
1st Avenue S., Suite 501
Seattle, WA 98104
Item
2(a). Name of Person Filing:
This
report on Schedule 13G (this “Schedule 13G”) is being jointly filed by (i) Park West Asset Management LLC, a Delaware limited
liability company (“PWAM”), (ii) Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”)
and (iii) Peter S. Park (“Mr. Park” and, collectively with PWAM and PWIMF, the “Reporting Persons”).
Item
2(b). Address of Principal Business Office or, if None, Residence:
The
address for the Reporting Persons is: 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.
Item
2(c). Citizenship:
PWAM
is organized under the laws of the State of Delaware. PWIMF is a Cayman Islands exempted company. Mr. Park is a citizen of the United
States.
Item
2(d). Title of Class of Securities:
Common
Stock, par value $0.0001 per share (the “Common Stock”)
Item
2(e). CUSIP No.:
733245104
Item
3. 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:
Not
Applicable.
Item
4. Ownership:
As
reported in the cover pages to this report, the ownership information with respect to each of PWAM and Mr. Park is as follows:
(a) |
Amount
Beneficially Owned: |
5,448,763* |
|
(b) |
Percent
of Class: |
5.4%* |
|
(c) |
Number
of Shares as to which such person has: |
|
|
|
(i) |
sole
power to vote or to direct the vote: |
0* |
|
|
(ii) |
shared
power to vote or to direct the vote: |
5,448,763* |
|
|
(iii) |
sole
power to dispose or to direct the disposition of: |
0* |
|
|
(iv) |
shared
power to dispose or to direct the disposition of: |
5,448,763* |
|
As
reported in the cover pages to this report, the ownership information with respect to PWIMF is as follows:
(a) |
Amount
Beneficially Owned: |
4,968,326* |
|
(b) |
Percent
of Class: |
4.9%* |
|
(c) |
Number
of Shares as to which such person has: |
|
|
|
(i) |
sole
power to vote or to direct the vote: |
0* |
|
|
(ii) |
shared
power to vote or to direct the vote: |
4,968,326* |
|
|
(iii) |
sole
power to dispose or to direct the disposition of: |
0* |
|
|
(iv) |
shared
power to dispose or to direct the disposition of: |
4,968,326* |
|
*
PWAM is the investment manager to PWIMF and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI”, and together
with PWIMF, the “PW Funds”). Mr. Park, through one or more affiliated entities, is the controlling manager of PWAM.
As
of December 31, 2022, PWIMF held 4,968,326 shares of Common Stock PWPI held 480,437 shares of Common Stock. As of December 31, 2022,
PWAM and Mr. Park may be deemed to beneficially own the 5,448,763 shares of Common Stock held in the aggregate by the PW Funds. The
foregoing excludes 1,746,528 shares of Common Stock issuable upon conversion of 0.75% Convertible Senior Notes due 2026
(“Convertible Notes”) held by PWIMF and 166,181 shares of Common Stock issuable upon conversion of Convertibles Notes
held by PWPI. The Convertible Notes are not convertible within 60 days of December 31, 2022, and are, therefore, not beneficially
owned by the Reporting Persons.
The
reported beneficial ownership percentage is based upon approximately 100,554,543 shares of Common Stock issued and outstanding as of November 7, 2022,
based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
November 9, 2022.
The Reporting Persons filed a Schedule 13G/A with the Securities and Exchange
Commission on February 14, 2023, which reflects the Reporting Persons’ beneficial ownership as of January 19, 2023.
Item
5. Ownership of Five Percent or Less of a Class:
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following: [ ]
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 or
Control Person:
Not
Applicable.
Item
8. Identification and Classification of Members of the Group:
Not
Applicable.
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 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.
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.
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February
14, 2023 |
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PARK
WEST ASSET MANAGEMENT LLC |
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By: |
/s/
Grace Jimenez |
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Name: |
Grace
Jimenez |
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Title: |
Chief
Financial Officer |
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PARK
WEST INVESTORS MASTER FUND, LIMITED |
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By:
Park West Asset Management LLC, its Investment Manager |
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By: |
/s/
Grace Jimenez |
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Name: |
Grace
Jimenez |
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Title: |
Chief
Financial Officer |
|
/s/
Peter S. Park |
|
Peter
S. Park |
Attention:
Intentional misstatements or omissions of fact constitute
Federal
criminal violations (See 18 U.S.C. 1001)
Exhibit
Index
Exhibit
1. Joint Filing Agreement, dated as of January 6, 2022, by and between Park West Asset Management LLC, Park West Investors Master Fund, Limited and Peter S. Park. (incorporated by reference to Exhibit 1 to the Schedule 13G filed with the Securities and Exchange Commission on January 6, 2022).