0000899243-21-033194.txt : 20210816 0000899243-21-033194.hdr.sgml : 20210816 20210816211328 ACCESSION NUMBER: 0000899243-21-033194 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210812 FILED AS OF DATE: 20210816 DATE AS OF CHANGE: 20210816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Braunstein Douglas L CENTRAL INDEX KEY: 0001495110 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39314 FILM NUMBER: 211180700 MAIL ADDRESS: STREET 1: HUDSON EXECUTIVE CAPITAL LP STREET 2: 570 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hudson Executive Capital LP CENTRAL INDEX KEY: 0001652522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39314 FILM NUMBER: 211180702 BUSINESS ADDRESS: STREET 1: C/O CADWALADER, WICKERSHAM & TAFT, LLP STREET 2: 200 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: (212) 521-8495 MAIL ADDRESS: STREET 1: C/O CADWALADER, WICKERSHAM & TAFT, LLP STREET 2: 200 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEC Management GP LLC CENTRAL INDEX KEY: 0001700567 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39314 FILM NUMBER: 211180701 BUSINESS ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 521-8495 MAIL ADDRESS: STREET 1: 1185 AVENUE OF THE AMERICAS, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Talkspace, Inc. CENTRAL INDEX KEY: 0001803901 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 844636604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 284-7206 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Hudson Executive Investment Corp. DATE OF NAME CHANGE: 20200219 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-08-12 0 0001803901 Talkspace, Inc. TALK 0001652522 Hudson Executive Capital LP C/O CADWALADER, WICKERSHAM & TAFT LLP, 200 LIBERTY STREET NEW YORK NY 10281 0 0 1 0 0001700567 HEC Management GP LLC C/O CADWALADER, WICKERSHAM & TAFT LLP, 200 LIBERTY STREET NEW YORK NY 10281 0 0 1 0 0001495110 Braunstein Douglas L C/O CADWALADER, WICKERSHAM & TAFT LLP, 200 LIBERTY STREET NEW YORK NY 10281 1 0 1 0 Common Stock 2021-08-12 4 P 0 2100 5.17 A 17792100 I See footnotes Common Stock 2021-08-13 4 P 0 46000 5.23 A 17838100 I See footnotes Common Stock 2021-08-16 4 P 0 142500 5.30 A 17980600 I See footnotes The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $5.08 to $5.20. The Reporting Persons (defined below) undertake to provide Talkspace, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $5.14 to $5.29. The Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions through a broker-dealer at prices ranging from $5.15 to $5.40. The Reporting Persons (defined below) undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities"). Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. 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). 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). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Hudson Executive Capital LP, By: Management GP LLC, its general partner, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member 2021-08-16 HEC Management GP LLC, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member 2021-08-16 Douglas L. Braunstein, /s/ Douglas L. Braunstein 2021-08-16