10/26/2021 | Press release | Distributed by Public on 10/26/2021 17:48
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Braunstein Douglas L C/O CADWALADER, WICKERSHAM & TAFT LLP, 200 LIBERTY STREET NEW YORK, NY10281 |
X | X |
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Hudson Executive Capital LP C/O CADWALADER, WICKERSHAM & TAFT LLP, 200 LIBERTY STREET NEW YORK, NY10281 |
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X |
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HEC Management GP LLC C/O CADWALADER, WICKERSHAM & TAFT LLP, 200 LIBERTY STREET NEW YORK, NY10281 |
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X |
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HEC Management GP LLC, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member | 2021-10-26 |
**Signature of Reporting Person | Date |
Hudson Executive Capital LP, By: HEC Management GP LLC, its general partner, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member | 2021-10-26 |
**Signature of Reporting Person | Date |
Douglas L. Braunstein, /s/ Douglas L. Braunstein | 2021-10-26 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | Consists of restricted stock units ("RSUs") awared to Douglas L. Braunstein in connection with his service as Chairman and Director of Talkspace, Inc. (the "Company"). Each RSU represents a contingent right to receive one share of the Company's common stock. The RSUs vest in four equal annual installments beginning on June 22, 2022. These securities are directly owned by Douglas L. Braunstein. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such securities. |
(2) | These securities are jointly held by Douglas L. Braunstein and Samara Braunstein. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such securities. |
(3) | 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. |
(4) | Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. |
(5) | The Reporting Persons' prior filing on July 2, 2021 incorrectly included 7,640,000 shares of the Company's common stock. As previously reported, the Reporting Persons own warrants to purchase up to 7,640,000 shares of the Company's common stock. |