Hudson Executive Capital LP - Jun 22, 2021 Form 3 Insider Report for Talkspace, Inc. (TALK)

Role: 10%+ Owner
Signature: Hudson Executive Capital LP, By: Management GP LLC, its general partner, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member
Stock symbol: TALK
Transactions as of: Jun 22, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/2/2021, 09:05 PM
Previous filing: May 14, 2021
Next filing: Aug 16, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TALK	Common Stock						5.15M	Jun 22, 2021	See footnotes	F1, F3, F4, F5
holding	TALK	Common Stock						5M	Jun 22, 2021	See footnotes	F2, F3, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	TALK	Warrant							Jun 22, 2021	Common Stock	5.14M	$11.50	See footnotes	F1, F3, F4, F5
holding	TALK	Warrant							Jun 22, 2021	Common Stock	2.5M	$11.50	See footnotes	F2, F3, F4, F5

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

Explanation of Responses:

Id	Content
F1	Represents a pro-rata distribution in-kind by HEC Sponsor LLC to its members for no consideration.
F2	Represents securities acquired in a private purchase from the issuer in connection with the consummation of its business combination.
F3	In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 3 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 3 (the "Subject Securities").
F4	Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. 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). 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).
F5	Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.