Talkspace (NASDAQ: TALK) CTO has 495K options canceled in merger
Rhea-AI Filing Summary
Talkspace, Inc. (TALK) reports that Chief Technology Officer Gil Margolin disposed of common stock and stock options in connection with the closing of a merger under a March 9, 2026 Merger Agreement with Universal Health Services, Inc. and its merger subsidiary. At the effective time, 106,387 shares of Talkspace common stock were converted into the right to receive $5.25 in cash per share, and additional equity awards were converted or canceled pursuant to the agreement terms. Vested stock options with exercise prices below $5.25 were canceled in exchange for a cash payment based on the spread between the Merger Consideration and the option exercise price, while certain vested options with a $5.81 exercise price were canceled for no consideration. Unvested RSUs and unvested options were assumed by Universal Health Services and converted into awards and options over its Class B common stock using an exchange ratio based on the relative closing prices of Talkspace and Universal Health Services shares.
Positive
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Negative
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Insider Trade Summary
Net Seller: 267,013 shares
Net Sell
10 txns
Insider
Margolin Gil
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F4 | 7,033 | -- | -- |
| Disposition | Stock Options F1, F4 | 17,088 | -- | -- |
| Disposition | Stock Options F1, F4 | 8,086 | -- | -- |
| Disposition | Stock Options F1, F4 | 15,411 | -- | -- |
| Disposition | Stock Options F1, F5 | 10,549 | -- | -- |
| Disposition | Stock Options F1, F5 | 17,791 | -- | -- |
| Disposition | Stock Options F1, F5 | 11,988 | -- | -- |
| Disposition | Stock Options F1, F6 | 495,000 | -- | -- |
| Disposition | Common Stock F1, F2 | 106,387 | -- | -- |
| Disposition | Common Stock F1, F3 | 160,626 | -- | -- |
Holdings After Transaction:
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (6)
- 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.
- F6. 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 Consideration per Share: $5.25
Common Shares Converted: 106,387 shares
RSU-Related Common Shares: 160,626 shares
+5 more
8 metrics
Merger Consideration per Share
$5.25
Cash consideration for each issued and outstanding Talkspace common share at the merger effective time
Common Shares Converted
106,387 shares
Talkspace common stock reported as converted into the right to receive the $5.25 Merger Consideration
RSU-Related Common Shares
160,626 shares
Underlying shares for RSUs converted into Universal Health Services Class B RSU awards using an Exchange Ratio
Options Canceled for No Consideration
495,000 options
Vested stock options with a $5.81 exercise price canceled at the merger effective time
Option Exercise Price 1
$0.88
Exercise price for certain vested and unvested Talkspace stock options subject to merger treatment
Option Exercise Price 2
$1.61
Exercise price for a tranche of vested Talkspace stock options converted into cash rights
Option Exercise Price 3
$2.86
Exercise price for additional Talkspace stock options affected by the merger transactions
Option Exercise Price 4
$2.99
Exercise price for further Talkspace stock options converted or assumed under the Merger Agreement
Key Terms
Merger Consideration, Exchange Ratio, Vested Stock Option, Assumed Option, +1 more
5 terms
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
"closing price of Common Stock on Nasdaq... divided by... 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.
Vested Stock Option financial
"each Issuer stock option that was or became vested... (each, a "Vested Stock Option")"
Assumed Option financial
"each Issuer stock option... that is not a Vested Stock Option was assumed... (each, an "Assumed Option")"
restricted stock unit financial
"each Issuer restricted stock unit (an "RSU") outstanding immediately prior to the Effective Time"
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.
FAQ
What insider transactions did TALK Chief Technology Officer Gil Margolin report on this Form 4?
Gil Margolin reported dispositions of Talkspace common stock and stock options on August 17, 2026, tied to a merger in which Talkspace became an indirect wholly owned subsidiary of Universal Health Services under a previously signed Merger Agreement.
How were TALK restricted stock units (RSUs) treated in the Universal Health Services merger?
Unvested Talkspace RSUs were assumed by Universal Health Services and converted into RSU awards over its Class B common stock. The number of replacement shares was determined using an Exchange Ratio based on Talkspace’s and Universal’s closing share prices before the effective time.
What happened to TALK vested stock options with exercise prices below the $5.25 Merger Consideration?
Each vested Talkspace stock option with an exercise price below $5.25 was canceled and converted into a cash right equal to the number of underlying shares multiplied by the excess of the Merger Consideration over the option’s per share exercise price.
How were TALK vested stock options with a $5.81 exercise price treated in the merger?
Vested Talkspace stock options with a $5.81 per share exercise price were canceled for no consideration. The exercise price was equal to or greater than the $5.25 Merger Consideration, so no cash payment was due under the Merger Agreement.
What happened to unvested TALK stock options after the merger with Universal Health Services?
Unvested Talkspace stock options were assumed by Universal Health Services and converted into options on its Class B common stock. Both the number of replacement shares and the new exercise price were adjusted using the Exchange Ratio defined in the Merger Agreement.
Was this TALK Form 4 transaction executed under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not marked as true, and no footnote states that these transactions were made under a Rule 10b5-1 trading plan. The dispositions are instead described as occurring pursuant to the Merger Agreement.
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