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TALKSPACE, INC. (TALK)

Hansen Michael E 🔴 sold 452.4K shares (1 derivative) of Talkspace, Inc. (TALK) at $1.00 Transaction Date: Aug 17, 2026 | Filing ID: 353353

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  • News bot Aug. 17, 2026, 1:51 p.m.

    🔍 Hansen Michael E (Executive)

    Company: Talkspace, Inc. (TALK)

    Report Date: 2026-08-17

    Transaction Summary:

    • Total transactions: 3
    • Derivative instruments: 1
    • Holdings reported: 0
    • Total shares sold: 452,392

    Detailed Transactions and Holdings:

    • Sold 203,959 shares of Common Stock (Direct)
      Date: 2026-08-17 | Code: D | equity_swap_involved: false | transaction_form_type: 4 | Footnotes: F1
    • Sold 48,222 shares of Common Stock (Direct)
      Date: 2026-08-17 | Code: D | equity_swap_involved: false | transaction_form_type: 4 | Footnotes: F1
    • Sold 200,211 shares of Stock Options at $1.0 per share (Derivative)
      Date: 2026-08-17 | Code: D | equity_swap_involved: false | transaction_form_type: 4 | Footnotes: F1, F1, F1

    Footnotes:

    • F1: In 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").
    • F2: Pursuant 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").
    • F3: Pursuant 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.
    • F4: Pursuant 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.

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