Talkspace (TALK) CEO’s 1.58M shares paid out in UHS deal
Rhea-AI Filing Summary
Cohen Jon R reported disposition transactions in this Form 4 filing.
Talkspace, Inc. became an indirect wholly owned subsidiary of Universal Health Services, Inc. when UHS Merger Subsidiary, Inc. merged into Talkspace under an Agreement and Plan of Merger dated March 9, 2026. At the merger’s Effective Time, each issued and outstanding share of Talkspace common stock was converted into the right to receive $5.25 in cash.
In connection with the same merger, Chief Executive Officer Jon R. Cohen reported multiple code D transactions reflecting the treatment of his equity awards. A total of 1,581,499 shares of common stock were converted into the cash merger consideration. Additional 1,260,308 shares of common stock underlying restricted stock units were assumed by Universal Health Services and converted into restricted stock unit awards over its Class B common stock based on an exchange ratio tied to the relative closing prices of the two companies.
Cohen also reported several stock option positions affected at the Effective Time. Vested stock options, including grants over 662,500 shares at a $0.86 exercise price and other grants at exercise prices of $1.00, $2.86 and $2.99, were canceled and converted into the right to receive cash equal to the in-the-money value, if any, based on the $5.25 merger consideration. Unvested stock options were assumed by Universal Health Services and converted into options over its Class B shares, with both share counts and exercise prices adjusted using the same exchange ratio.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 2,841,807 shares
Net Sell
9 txns
Insider
Cohen Jon R
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F4 | 662,500 | -- | -- |
| Disposition | Stock Options F1, F4 | 200,211 | -- | -- |
| Disposition | Stock Options F1, F4 | 168,465 | -- | -- |
| Disposition | Stock Options F1, F4 | 120,403 | -- | -- |
| Disposition | Stock Options F1, F5 | 237,500 | -- | -- |
| Disposition | Stock Options F1, F5 | 370,623 | -- | -- |
| Disposition | Stock Options F1, F5 | 93,648 | -- | -- |
| Disposition | Common Stock F1, F2 | 1,581,499 | -- | -- |
| Disposition | Common Stock F1, F3 | 1,260,308 | -- | -- |
Holdings After Transaction:
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (5)
- 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. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer restricted stock unit (an "RSU") outstanding immediately prior to the Effective Time that remains unvested at the Effective Time was assumed by Parent and converted into a Parent restricted stock unit award relating to a number of shares of Class B Common Stock, par value $0.01 per share, of Parent ("Parent Class B Shares") equal to the product of (i) the number of shares of Common Stock underlying such RSU, multiplied by (ii) a fraction (a) the numerator of which was the closing price of Common Stock on Nasdaq on the last day on which Common Stock was traded on Nasdaq that is immediately prior to the date of the Effective Time and (b) the denominator of which was the closing price of a Parent Class B Share on the New York Stock Exchange on the last day on which Common Stock was traded on Nasdaq that is immediately prior to the date of the Effective Time (the "Exchange Ratio").
- F4. 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.
- F5. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer stock option outstanding and unexercised immediately prior to the Effective Time that is not a Vested Stock Option was assumed by Parent and converted into an option to purchase Parent Class B Shares (each, an "Assumed Option"), with (i) the number of Parent Class B Shares subject to such Assumed Option equal to the product of (a) the number of shares of Common Stock that were issuable upon exercise of the Issuer stock option immediately prior to the Effective Time multiplied by (b) the Exchange Ratio and (ii) a per share exercise price equal to (a) the per share exercise price of the corresponding Issuer stock option divided by (b) the Exchange Ratio.
Key Figures
Merger Consideration per Share: $5.25
Common Stock Shares Converted to Cash: 1,581,499 shares
RSU Underlying Shares Assumed: 1,260,308 shares
+4 more
7 metrics
Merger Consideration per Share
$5.25
Cash paid for each issued and outstanding share of Talkspace common stock at the Effective Time
Common Stock Shares Converted to Cash
1,581,499 shares
Talkspace common shares reported by Jon R. Cohen as disposed and converted into cash merger consideration
RSU Underlying Shares Assumed
1,260,308 shares
Shares of Talkspace common stock underlying RSUs assumed and converted into Parent Class B RSUs
Vested Options at $0.86 Exercise Price
662,500 options
Vested Talkspace stock options canceled and converted into a cash right based on $5.25 merger price
Vested Options at $1.00 Exercise Price
200,211 options
Additional vested options canceled and converted into a cash right at the Effective Time
Vested Options at $2.86 Exercise Price
168,465 options
Portion of vested options canceled and paid out based on the merger consideration
Vested Options at $2.99 Exercise Price
120,403 options
Further vested options canceled and converted into a cash right under the merger terms
Key Terms
Agreement and Plan of Merger, Effective Time, Merger Consideration, Exchange Ratio, +1 more
5 terms
Agreement and Plan of Merger regulatory
"In connection with the terms of that certain Agreement and Plan of Merger, dated as of March 9, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Effective Time regulatory
"with the Issuer surviving the Merger as an indirect wholly owned subsidiary of Parent at the effective time"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
Merger Consideration financial
"was converted into the right to receive $5.25 in cash (the "Merger Consideration")"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Exchange Ratio financial
"denominator of which was the closing price of a Parent Class B Share ... (the "Exchange Ratio")"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
Assumed Option financial
"each Issuer stock option ... was assumed by Parent and converted into an option ... (each, an "Assumed Option")"
FAQ
What merger involving Talkspace (TALK) triggered Jon R. Cohen’s Form 4 filing?
The Form 4 relates to a merger where UHS Merger Subsidiary, Inc. merged with Talkspace, Inc., making Talkspace an indirect wholly owned subsidiary of Universal Health Services, Inc. at the Effective Time under a March 9, 2026 Merger Agreement.
What happened to Jon R. Cohen’s restricted stock units in the TALK merger?
Unvested Talkspace restricted stock units covering 1,260,308 underlying shares were assumed by Universal Health Services and converted into restricted stock unit awards over Parent Class B Shares, using an exchange ratio based on the relative closing prices of Talkspace and Parent Class B shares.
How were Jon R. Cohen’s vested Talkspace stock options treated in the merger with UHS?
Each vested stock option, including options over 662,500 shares at a $0.86 exercise price and other grants at $1.00, $2.86, and $2.99, was canceled and converted into a cash right equal to the in-the-money value based on the $5.25 merger consideration.
What happened to Jon R. Cohen’s unvested Talkspace stock options at the Effective Time?
Unvested Talkspace stock options were assumed by Universal Health Services and converted into Assumed Options over Parent Class B Shares, with both the number of shares and the exercise price adjusted by the merger agreement’s exchange ratio formula.
AI-generated analysis. How Rhea-AI works. Not financial advice.
