SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Braunstein Douglas L

(Last) (First) (Middle)
C/O TALKSPACE, INC.
2578 BROADWAY #607

(Street)
NEW YORK NY 10025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Talkspace, Inc. [ TALK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/22/2021 J(1) 10,300,000 D $0.00 0 I By HEC Sponsor LLC
Common Stock 5,150,000(1) I By HEC Master Fund LP
Common Stock 1,273,690(1) D(3)
Common Stock 1,000,756(1)(3) I By Braunstein 2015 Trust
Common Stock 06/22/2021 P 5,000,000 A $10(4) 10,150,000 I By HEC Master Fund LP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $11.5 06/22/2021 J(1) 10,280,000 07/22/2021 06/22/2031 Common Stock 10,280,000 $0.00 0 I By HEC Sponsor LLC
Stock Options $8.52 06/22/2021 A 63,402 (2) 06/21/2031 Common Stock 63,402 $0.00 63,402 D
Warrants $11.5 07/22/2021 06/22/2031 Common Stock 5,140,000 5,140,000(1) I By HEC Master Fund LP
Warrants $11.5 07/22/2021 06/22/2031 Common Stock 1,271,200 1,271,200(1) D(3)
Warrants $11.5 07/22/2021 06/22/2031 Common Stock 998,800 998,800(1)(3) I By Braunstein 2015 Trust
Warrants $11.5 06/22/2021 P 2,500,000 07/22/2021 06/22/2031 Common Stock 2,500,000 $10(4) 7,640,000 I By HEC Master Fund LP
Explanation of Responses:
1. Represents a pro-rata distribution in-kind by HEC Sponsor LLC to its members for no consideration.
2. The stock option vests in 4 equal annual installments beginning on June 22, 2022.
3. These securities are jointly held with the Reporting Person's spouse.
4. Purchase price of $10.00 includes Common Stock and Warrants.
Remarks:
Excludes securities beneficially owned by Samara Braunstein, which are being reported on a separate Form 4 filing by Samara Braunstein. Exhibit 24 - Power of Attorney
By: /s/ John Reilly, Attorney-in-fact 06/24/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.