Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-22-017711
Date:2022-05-09
Issuer: TALKSPACE, INC. (TALK)
Original Submission Date:

Reporting Person:

BRAUNSTEIN DOUGLAS L
C/O TALKSPACE, INC.
2578 BROADWAY #607 NEW YORK, NY 10025

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-05-09 A 1,650,000 a $0.00 1,665,384 direct
COMMON STOCK 2022-05-09 0 $0.00 1,273,690 f2 direct
COMMON STOCK 2022-05-09 0 $0.00 1,000,756 indirect f2
COMMON STOCK 2022-05-09 0 $0.00 11,340,600 indirect f4
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE STOCK OPTION 1.22 2022-05-09 deemed execution date A 640,000 (a) 2032-05-09 common stock 640,000 $1.22 640,000 direct
Footnotes
IDfootnote
f1 consists of restricted stock units ("rsus") awarded to douglas l. braunstein in connection with his service as interim chief executive officer ("interim ceo") of talkspace, inc. (the "company"). each rsu represents a contingent right to receive one share of the company's common stock. the rsus vest with respect to 50% of the underlying shares on may 15, 2022, and, with respect to the remaining 50% of the underlying shares, in six equal monthly installments on each of the first six monthly anniversaries of may 15, 2022, subject to mr. braunstein's continued service as interim ceo through the applicable vesting date.
f2 these securities are jointly held by mr. braunstein and samara braunstein.
f3 hudson 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.
f4 mr. braunstein disclaims any beneficial ownership of any of the subject securities, except to the extent of any pecuniary interest therein.
f5 the stock option vests and becomes exercisable with respect to 50% of the underlying shares on may 15, 2022 and, with respect to the remaining 50% of the underlying shares, in six equal monthly installments on each of the first six monthly anniversaries of may 15, 2022, subject to mr. braunstein's continued service as interim ceo through the applicable vesting date.

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