Form SCHEDULE 13D/A Talkspace, Inc. Filed by: Hudson Executive Capital LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Talkspace, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
(CUSIP Number) |
Douglas L. Braunstein Hudson Executive Capital LP, c/o Talkspace, Inc., 622 Third Avenue New York, NY, 10017 212-284-7206 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/17/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
HEC Management GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Hudson Executive Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
HEC Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Douglas L. Braunstein | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
Talkspace, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
622 THIRD AVENUE, NEW YORK,
NEW YORK
, 10017. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the previously filed statement on Schedule 13D filed on July 2, 2021 (as amended and supplemented on November 17, 2021 and March 10, 2026, the "Existing Schedule 13D") by the Reporting Persons, relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Talkspace, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings set forth in the Existing Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Existing Schedule 13D is hereby amended and supplemented by adding the following:
On August 17, 2026, the merger (the "Merger") contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated March 9, 2026, by and among 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"), was consummated. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, and the Issuer continued as the surviving corporation as an indirect wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock (other than shares of Company Common Stock to be canceled pursuant to the Merger Agreement and shares with respect to which appraisal rights were properly exercised and not withdrawn under Delaware law) was automatically converted into the right to receive $5.25 in cash, without interest (the "Merger Consideration"). In addition, as of the Effective Time, each stock option granted under the Issuer's equity incentive plans (a "Stock Option") that was vested as of the Effective Time (each, a "Vested Stock Option") was cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of (i) the Merger Consideration over (ii) the per share exercise price of such Vested Stock Option. Each restricted stock unit granted under the Issuer's equity incentive plans ("RSU") that was vested, but not yet settled, as of the Effective Time, was cancelled and converted into the right to receive the Merger Consideration for each RSU.
Immediately prior to the Effective Time, each of the Issuer's directors, including Mr. Braunstein, resigned from, and ceased serving on, the Issuer's board of directors.
Following the Merger, the Reporting Persons no longer beneficially own any securities of the Issuer, nor do they have sole or shared power to vote, direct the vote, dispose or direct the disposition of, any securities of the Issuer. The Common Stock will no longer be listed on Nasdaq and will be deregistered under Section 12(b) of the Exchange Act. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a), 5(b), 5(c), 5(d), and 5(e) of the Existing Schedule 13D are hereby amended and supplemented by adding the following:
The aggregate number and percentage of the Common Stock that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13, respectively, on the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. | |
| (b) | The number of Common Stock as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power are set forth in boxes 7, 8, 9 and 10, respectively, on the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. | |
| (c) | The response to Item 4 above is incorporated herein by reference. Except as otherwise set forth herein, none of the Reporting Persons has acquired or disposed of any Common Stock during the last 60 days. | |
| (d) | Not applicable. | |
| (e) | As of August 17, 2026, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Existing Schedule 13D is hereby amended and supplemented by adding the following:
Upon the consummation of the Merger, the Voting Agreement automatically terminated pursuant to its terms and is of no further force or effect. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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