Talkspace (NASDAQ: TALK) director gets cash for shares and options in UHS deal
Rhea-AI Filing Summary
Talkspace, Inc. director Michael E. Hansen reported dispositions in connection with the closing of a merger under an Agreement and Plan of Merger among Talkspace, Universal Health Services, Inc. and a merger subsidiary. At the merger’s effective time, 203,959 shares of Talkspace common stock and 48,222 shares underlying vested restricted stock units, as well as 200,211 stock options with a $1.00 per share exercise price, were canceled and converted into rights to receive cash. Each share of common stock was converted into the right to receive $5.25 in cash, and vested stock options were converted into cash equal to the number of underlying shares multiplied by the excess of the $5.25 merger consideration over the option exercise price.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 252,181 shares
Net Sell
3 txns
Insider
Hansen Michael E
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F4 | 200,211 | -- | -- |
| Disposition | Common Stock F1, F2 | 203,959 | -- | -- |
| Disposition | Common Stock F1, F3 | 48,222 | -- | -- |
Holdings After Transaction:
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (4)
- 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 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.
- 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.
Key Figures
Common shares disposed: 203,959 shares
RSU underlying shares disposed: 48,222 shares
Vested stock options disposed: 200,211 options
+3 more
6 metrics
Common shares disposed
203,959 shares
Shares of Talkspace common stock converted into cash rights at the merger effective time
RSU underlying shares disposed
48,222 shares
Shares underlying vested restricted stock units canceled and converted into cash at the merger
Vested stock options disposed
200,211 options
Vested stock options canceled and converted into cash at the merger effective time
Option exercise price
$1.00 per share
Per share exercise price of the vested Talkspace stock options disposed
Merger consideration per share
$5.25 per share
Cash consideration for each share of Talkspace common stock in the merger
Stock options after transaction
0
Total stock options reported as held by Hansen following the option disposition
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"
indirect wholly owned subsidiary regulatory
"with the Issuer surviving the Merger as an indirect wholly owned subsidiary"
FAQ
What insider transactions did TALK director Michael E. Hansen report on this Form 4?
Michael E. Hansen reported three dispositions to the issuer tied to a merger: common shares, shares underlying vested restricted stock units, and vested stock options, all canceled and converted into cash rights at the merger effective time.
How many Talkspace (TALK) stock options were affected for Michael E. Hansen?
Hansen reported 200,211 stock options being disposed of to the issuer. These vested stock options, with a $1.00 per share exercise price, were canceled and converted into cash based on the merger consideration and the number of underlying shares.
What happened to Michael E. Hansen’s Talkspace (TALK) common stock in the merger?
Hansen reported a disposition of 203,959 shares of Talkspace common stock. At the merger’s effective time, each share was converted into the right to receive $5.25 in cash under the terms of the merger agreement with Universal Health Services.
How were Michael E. Hansen’s vested RSUs in TALK treated at the merger?
Vested restricted stock units covering 48,222 shares of Talkspace common stock were canceled at the effective time and converted into a cash payment equal to the number of shares underlying each vested RSU multiplied by the $5.25 merger consideration per share.
Who acquired Talkspace (TALK) in the merger referenced in this Form 4?
Universal Health Services, Inc., described as Parent, acquired Talkspace through a merger where a subsidiary merged into Talkspace. Talkspace survived as an indirect wholly owned subsidiary of Universal Health Services at the merger’s effective time.
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