SEC Form 4 · accession 0001193125-26-353370

Talkspace, Inc. · TALK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Douglas L Braunstein

Director · 10% Owner

Period of report

Aug 17, 2026

Accepted (ET)

Aug 17, 2026 · 9:56 am EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0001803901

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1,F2	Aug 17, 2026	D	2,038,612	—	D	D
Common Stock^F1,F2,F3	Aug 17, 2026	D	891,583	—	D	D
Common Stock^F1,F2,F3	Aug 17, 2026	D	700,529	—	D	I	By Braunstein 2015 Trust
Common Stock^F1,F2,F4	Aug 17, 2026	D	9,795,600	—	D	I	See Footnote
Common Stock^F1,F5	Aug 17, 2026	D	48,222	—	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options^F1,F6	$1.22	Aug 17, 2026	D	640,000	D	—	—	Common Stock	640,000	0	D
Stock Options^F1,F7	$8.52	Aug 17, 2026	D	63,402	D	—	—	Common Stock	63,402	0	D

Explanation of responses

F1In connection with the terms of that certain Agreement and Plan of Merger, dated as of March 9, 2026 (the "Merger Agreement"), by and among Talkspace, Inc., a Delaware Corporation (the "Issuer"), Universal Health Services, Inc., a Delaware corporation ("Parent"), and UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as an indirect wholly owned subsidiary of Parent at the effective time of the Merger (the "Effective Time").
F2Pursuant to the terms of the Merger Agreement, at the Effective Time, each issued and outstanding share of Issuer common stock, par value $0.0001 per share ("Common Stock") (other than shares of Common Stock canceled pursuant to the Merger Agreement) was converted into the right to receive $5.25 in cash (the "Merger Consideration").
F3These securities are jointly held by Mr. Braunstein and Samara Braunstein.
F4Hudson Executive Capital LP ("Hudson Executive"), as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the securities reported on this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). HEC Management GP LLC ("Management GP"), as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Mr. Braunstein disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
F5Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer restricted stock unit that was or became vested in accordance with its terms at the Effective Time (each, a "Vested RSU") was canceled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of Common Stock subject to such Vested RSU immediately prior to the Effective Time and (ii) the Merger Consideration.
F6Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer stock option that was or became vested in accordance with its terms at the Effective Time (each, a "Vested Stock Option") was canceled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of Common Stock subject to such Vested Stock Option immediately prior to the Effective Time and (ii) the excess, if any, of (a) the Merger Consideration over (b) the per share exercise price of such Vested Stock Option.
F7Pursuant to the terms of the Merger Agreement, at the Effective Time, each Vested Stock Option reported in this row had an exercise price equal to or greater than the Merger Consideration and was canceled for no consideration.