Abiopharma

🔍 Braunstein Douglas L (Executive)

Company: Talkspace, Inc. (TALK)

Report Date: 2026-08-17

Detailed Transactions and Holdings:

• Sold 2,038,612 shares of Common Stock (Direct)
  Date: 2026-08-17 | Code: D | equity_swap_involved: false | transaction_form_type: 4 | Footnotes: F1
• Sold 891,583 shares of Common Stock (Direct)
  Date: 2026-08-17 | Code: D | equity_swap_involved: false | transaction_form_type: 4 | Footnotes: F1, F3
• Sold 700,529 shares of Common Stock (Direct)
  Date: 2026-08-17 | Code: D | equity_swap_involved: false | transaction_form_type: 4 | Footnotes: F1, F3
• Sold 9,795,600 shares of Common Stock (Direct)
  Date: 2026-08-17 | Code: D | equity_swap_involved: false | transaction_form_type: 4 | Footnotes: F1, F4
• 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 640,000 shares of Stock Options at $1.22 per share (Derivative)
  Date: 2026-08-17 | Code: D | equity_swap_involved: false | transaction_form_type: 4 | Footnotes: F1, F1, F1
• Sold 63,402 shares of Stock Options at $8.52 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: These securities are jointly held by Mr. Braunstein and Samara Braunstein.
• F4: 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. Mr. Braunstein disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
• F5: 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.
• F6: 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.
• F7: Pursuant to the terms of the Merger Agreement, at the Effective Time, each Vested Stock Option reported in this row had an exercise price equal to or greater than the Merger Consideration and was canceled for no consideration.