UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
_________________________
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 )1
Porch Group,
Inc.
______________________________________________________________________________
(Name of Issuer)
Common Stock
______________________________________________________________________________
(Title of Class of Securities)
733245104
______________________________________________________________________________
(CUSIP Number)
August 31, 2022
_________________________________________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule
13d-1(b)
[_] Rule
13d-1(c)
[_] Rule
13d-1(d)
___________
1 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 the disclosure 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).
1. NAME OF REPORTING
PERSON
Vulcan Value Partners,
LLC
2. CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE
POWER
0
8. SHARED DISPOSITIVE
POWER
0
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
0
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES |
[ ]
|
11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 |
0.00%
|
12. |
TYPE OF REPORTING PERSON |
IA
1. NAME OF REPORTING
PERSON
Mr. C.T. Fitzpatrick
2. CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF
ORGANIZATION
Citizen of United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE
POWER
0
8. SHARED DISPOSITIVE
POWER
0
|
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON |
0
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES |
[X] – see note in Item 3(g).
|
11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9 |
0%
|
12. |
TYPE OF REPORTING PERSON |
HC
SCHEDULE 13G
Item 1.
(a) Name of
Issuer:
Porch Group, Inc.
(b) Address of Issuer's
Principal Executive Offices:
2200 1st Avenue S.
Seattle, WA 98134
Item 2.
(a) Name of Person
Filing:
Vulcan Value Partners, LLC
Mr. C.T. Fitzpatrick
(b) Address of
Principal Business Office, or if None, Residence:
Three Protective Center, 2801 Highway 280 South
Suite 300
Birmingham, AL 35223
(c) Citizenship:
Vulcan Value Partners, LLC – a Delaware limited liability
company
Mr. C.T. Fitzpatrick – U.S. Citizen
(d) Title of Class of
Securities:
Incorporated by reference from the Cover Page.
(e) CUSIP
Number:
Incorporated by reference from the Cover Page.
|
Item 3. |
If this Statement is filed
pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a: |
|
(e)
[X] |
An
investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. This statement is being filed by Vulcan Value
Partners, LLC as a registered investment adviser. All of the
securities covered by this report are owned legally by Vulcan Value
Partners, LLC’s investment advisory clients and none are owned
directly or indirectly by Vulcan Value Partners, LLC. As permitted
by Rule 13d-4, the filing of this statement shall not be construed
as an admission that Vulcan Value Partners, LLC is the beneficial
owner of any of the securities covered by this
statement. |
|
(g) [X] |
Parent Holding Company or Control Person. This statement is also
being filed by Mr. C. T. Fitzpatrick, Chief Executive Officer/Chief
Investment Officer/Principal of Vulcan Value Partners, LLC in the
event that he could be deemed to be a controlling person of that
firm as the result of his official positions with or ownership of
its voting securities. The existence of such control is expressly
disclaimed. Mr. Fitzpatrick and/or members of his immediate family
own 0 shares of the securities covered by this statement for his or
their own accounts, in a managed account over which Vulcan Value
Partners, LLC serves as the investment adviser. Vulcan Value
Partners, LLC exercises voting and dispositive power over such
account. Mr. Fitzpatrick and/or members of his immediate family may
also hold shares of the registered investment companies to which
Vulcan Value Partners, LLC serves as investment adviser, which may
hold shares of the securities covered by this statement. As
permitted by Rule 13d-4, the filing of this statement shall not be
construed as an admission that Mr. Fitzpatrick is the beneficial
owner of any of the securities covered by this
statement. |
|
(a) |
Amount Beneficially Owned: |
10,068,923
(b)
Percent of Class:
10.27%
(c) Number of Shares as to
Which Such Person has:
(i) Sole Power to Vote or
Direct the Vote.
10,068,923
(ii) Shared Power to Vote
or to Direct the Vote.
0
(iii) Sole Power to
Dispose or to Direct the Disposition of.
10,068,923
(iv) Shared Power to
Dispose or to Direct the Disposition of.
0
|
Item 5. |
Ownership of Five Percent (5%)
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 5 percent of the class of securities, check the
following [X]
|
Item 6. |
Ownership of More than Five
Percent (5%) 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.
|
Item 8. |
Identification and
Classification of Members of the Group. |
Not Applicable.
|
Item 9. |
Notice of Dissolution of
Group. |
Not Applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are 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.
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 12, 2022
Date
Vulcan Value Partners, LLC
By : /s/ Ashley Morris Mendelsohn
Name : Ashley Morris Mendelsohn
Title : Chief Compliance Officer
C.T. Fitzpatrick, Individually
/s/ Ashley Morris Mendelsohn POA for
C.T. Fitzpatrick
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of September 12, 2022.
Vulcan Value Partners, LLC
By : /s/ Ashley Morris Mendelsohn
Name : Ashley Morris Mendelsohn
Title : Chief Compliance Officer
C.T. Fitzpatrick, Individually
/s/ Ashley Morris Mendelsohn POA for
C.T. Fitzpatrick
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