Erez Shachar - Jun 22, 2021 Form 4 Insider Report for Talkspace, Inc. (TALK)

Role: Director
Signature: By: /s/ John Reilly, Attorney-in-fact
Stock symbol: TALK
Transactions as of: Jun 22, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/24/2021, 08:05 PM
Next filing: Oct 26, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TALK	Common Stock	Award		+8.57M			8.57M	Jun 22, 2021	By Qumra Capital II, L.P.	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the business combination of Hudson Executive Investment Corp. and Groop Internet Platform, Inc. (d/b/a Talkspace) ("Legacy Talkspace"), each share of Legacy Talkspace outstanding common and preferred stock was automatically converted into the right to receive a combination of cash and a number shares of the Issuer's Common Stock based on a 1-to-1.1341 exchange ratio (the "Exchange Ratio") in accordance with the merger agreement governing the business combination. In addition, each outstanding Legacy Talkspace stock option was automatically converted into a corresponding stock option of the Issuer based on the Exchange Ratio and with the same terms and vesting conditions as the Legacy Talkspace equity awards.
F2	Qumra Capital GP II, L.P. ("Qumra GP II") is the general partner of be held by Qumra Capital II, L.P ("Qumra II") and Qumra Capital Israel I Ltd. ("Qumra Capital Israel I") is the general partner of Qumra GP II. Mr. Shachar is a managing partner of Qumra Capital Israel I and disclaims beneficial ownership of the shares held of record by Qumra II except to the extent of his pecuniary interest therein.

Content

Pursuant to the business combination of Hudson Executive Investment Corp. and Groop Internet Platform, Inc. (d/b/a Talkspace) ("Legacy Talkspace"), each share of Legacy Talkspace outstanding common and preferred stock was automatically converted into the right to receive a combination of cash and a number shares of the Issuer's Common Stock based on a 1-to-1.1341 exchange ratio (the "Exchange Ratio") in accordance with the merger agreement governing the business combination. In addition, each outstanding Legacy Talkspace stock option was automatically converted into a corresponding stock option of the Issuer based on the Exchange Ratio and with the same terms and vesting conditions as the Legacy Talkspace equity awards.

Qumra Capital GP II, L.P. ("Qumra GP II") is the general partner of be held by Qumra Capital II, L.P ("Qumra II") and Qumra Capital Israel I Ltd. ("Qumra Capital Israel I") is the general partner of Qumra GP II. Mr. Shachar is a managing partner of Qumra Capital Israel I and disclaims beneficial ownership of the shares held of record by Qumra II except to the extent of his pecuniary interest therein.