Douglas L. Braunstein - May 9, 2022 Form 4 Insider Report for Talkspace, Inc. (TALK)

Role
Excludes securities beneficially owned by Samara Braunstein. Interim Chief Executive Officer, Director, 10%+ Owner
Signature
By: /s/ John Reilly, Attorney-in-fact for Douglas L. Braunstein
Stock symbol
TALK
Transactions as of
May 9, 2022
Transactions value $
$0
Form type
4
Date filed
5/11/2022, 08:15 PM
Previous filing
Nov 24, 2021
Next filing
Sep 28, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TALK Common Stock Award $0 +1.65M +10725.43% $0.00 1.67M May 9, 2022 Direct F1
holding TALK Common Stock 1.27M May 9, 2022 Direct F2
holding TALK Common Stock 1M May 9, 2022 By Braunstein 2015 Trust F2
holding TALK Common Stock 11.3M May 9, 2022 See Footnotes F3, F4

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
transaction TALK Employee Stock Option Award $0 +640K $0.00 640K May 9, 2022 Common Stock 640K $1.22 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.

Remarks:

Excludes securities beneficially owned by Samara Braunstein. Interim Chief Executive Officer