Talkspace (NASDAQ: TALK) director, funds cash out 9,795,600 shares
Rhea-AI Filing Summary
Talkspace, Inc. insider Douglas L. Braunstein, a director and 10% owner, reported multiple dispositions to the issuer on 2026-08-17 in connection with the closing of a merger with Universal Health Services, Inc. At the effective time, each share of Talkspace common stock was converted into the right to receive $5.25 in cash, and vested equity awards were either cashed out or canceled under the merger terms. Reported transactions include dispositions of both common stock (some held jointly with Samara Braunstein and through affiliated entities and a trust) and stock options, with certain vested options converted into cash and others with exercise prices at or above $5.25 canceled for no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 13,474,546 shares
Net Sell
7 txns
Insider
Braunstein Douglas L
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F6 | 640,000 | -- | -- |
| Disposition | Stock Options F1, F7 | 63,402 | -- | -- |
| Disposition | Common Stock F1, F2 | 2,038,612 | -- | -- |
| Disposition | Common Stock F1, F2, F3 | 891,583 | -- | -- |
| Disposition | Common Stock F1, F2, F3 | 700,529 | -- | -- |
| Disposition | Common Stock F1, F2, F4 | 9,795,600 | -- | -- |
| Disposition | Common Stock F1, F5 | 48,222 | -- | -- |
Holdings After Transaction:
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Braunstein 2015 Trust);
Common Stock — 0 shares (Indirect, See Footnote);
Common Stock — 0 shares (Direct)
Footnotes (7)
- 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. These securities are jointly held by Mr. Braunstein and Samara Braunstein.
- F4. 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. Mr. Braunstein disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- F5. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer restricted stock unit that was or became vested in accordance with its terms at the Effective Time (each, a "Vested RSU") 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 RSU immediately prior to the Effective Time and (ii) the Merger Consideration.
- F6. 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.
- F7. Pursuant to the terms of the Merger Agreement, at the Effective Time, each Vested Stock Option reported in this row had an exercise price equal to or greater than the Merger Consideration and was canceled for no consideration.
Key Figures
Merger cash consideration per share: $5.25
Disposed vested stock options (in-the-money): 640,000 stock options
Disposed vested stock options (out-of-the-money): 63,402 stock options
+5 more
8 metrics
Merger cash consideration per share
$5.25
Per-share cash merger consideration for each outstanding Talkspace common share at the effective time
Disposed vested stock options (in-the-money)
640,000 stock options
Vested stock options with $1.22 exercise price canceled and converted into cash rights
Disposed vested stock options (out-of-the-money)
63,402 stock options
Vested stock options with $8.52 exercise price canceled for no consideration
In-the-money option exercise price
$1.22 per share
Per-share exercise price of 640,000 vested Talkspace stock options
Out-of-the-money option exercise price
$8.52 per share
Per-share exercise price of 63,402 vested Talkspace stock options canceled without payment
Indirect shares via Braunstein 2015 Trust
700,529 shares
Indirectly held Talkspace common stock disposed of, with 0 shares remaining after merger
Indirect shares via Hudson Executive funds
9,795,600 shares
Indirect Talkspace common stock holdings associated with Hudson Executive disposed of, with 0 post-transaction
Direct common stock disposition
2,038,612 shares
Directly held Talkspace common stock converted into cash rights at $5.25 per share in the merger
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit, Vested Stock Option, +1 more
5 terms
Agreement and Plan of Merger regulatory
"In connection with the terms of that certain Agreement and Plan of Merger"
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.
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.
restricted stock unit financial
"each Issuer restricted stock unit that was or became vested in accordance"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Vested Stock Option financial
"each Issuer stock option that was or became vested in accordance"
beneficial owner regulatory
"may be deemed to be the beneficial owner of the securities reported"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
FAQ
What insider transactions did Douglas L. Braunstein report for TALK on 2026-08-17?
Douglas L. Braunstein reported seven disposition transactions on 2026-08-17, covering Talkspace common stock and stock options. These were issuer dispositions triggered by the merger, converting equity into cash rights or canceling options per the merger agreement.
What happened to Douglas Braunstein’s vested stock options in TALK?
At the merger effective time, each vested stock option with an exercise price below $5.25 was canceled and converted into a cash payment based on the spread. Vested options with exercise prices at or above $5.25 were canceled for no consideration.
How many TALK stock options did Douglas Braunstein dispose of in the merger?
Braunstein reported dispositions of 640,000 stock options with a $1.22 exercise price and 63,402 stock options with an $8.52 exercise price. The lower-priced options were cashed out, while the higher-priced options were canceled without payment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
