TALK Insider Filing: Director Braunstein Vesting RSUs and Multi-Million Share Attribution

Rhea-AI Filing Summary

Douglas L. Braunstein, a director and reported >10% owner of Talkspace, Inc. (TALK), reported acquisitions and existing holdings on Form 4. He received 6,552 restricted stock units (RSUs) that vest in full on the grant date, September 1, 2025, with a price of $0. The filing shows joint and indirect holdings: 1,273,690 shares held jointly, 1,000,756 shares held indirectly by the Braunstein 2015 Trust, and 11,340,600 shares held indirectly that Hudson Executive Capital LP and related entities may be deemed to beneficially own. Mr. Braunstein disclaims beneficial ownership except for any pecuniary interest.

Positive

• Immediate vesting of 6,552 RSUs on the grant date provides clear, non-contingent equity alignment with the company.
• Transparent disclosure of direct, joint and indirect holdings including joint holdings of 1,273,690 shares and indirect holdings attributed to Hudson Executive Capital LP.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received vested RSUs and maintains significant direct and indirect holdings that raise concentration and attribution considerations.

The Form 4 documents a small grant of 6,552 RSUs that vests immediately and multiple layers of ownership including joint holdings and sizable indirect positions attributed to Hudson Executive Capital LP and affiliated entities. From a governance perspective, immediate vesting of RSUs is notable for alignment but should be evaluated against company equity policies. The disclosure and the explicit disclaimer of beneficial ownership except for pecuniary interest are standard; however, the attribution via investment adviser and GP structures may affect how regulators and investors view control and influence.

Securities Analyst

TL;DR: Transaction is administratively small but confirms concentrated ownership and potential attribution through investment-adviser structures.

The acquisition of 6,552 RSUs at $0 increases the reporting person’s nominal equity stake; more materially, the filing records combined direct, joint and indirect positions totaling multi-million shares (e.g., 11,340,600 indirect via affiliated funds). For market impact, the RSU grant itself is immaterial to float and liquidity, but the reported attribution to Hudson Executive and related GP could be relevant for shareholder control analysis and potential block trading considerations.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Braunstein Douglas L

(Last) (First) (Middle)

C/O TALKSPACE, INC.

2578 BROADWAY #607

(Street)

NEW YORK NY 10025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Talkspace, Inc. [ TALK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/01/2025		A		6,552(1)	A	$0	2,026,197	D
Common Stock								1,273,690	D(2)
Common Stock								1,000,756	I	By Braunstein 2015 Trust(2)
Common Stock								11,340,600	I	See Footnotes(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	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 (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Talkspace, Inc. common stock. The RSUs vest in full on the grant date, September 1, 2025.

2. These securities are jointly held by Mr. Braunstein and Samara Braunstein.

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. Mr. Braunstein disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

	Douglas L. Braunstein, /s/ Douglas L. Braunstein	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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FAQ

What did Douglas L. Braunstein report on the Form 4 for TALK?

The Form 4 reports the acquisition of 6,552 restricted stock units (RSUs) that vest in full on September 1, 2025, and discloses various direct, joint and indirect holdings.

How many RSUs did Braunstein receive and at what price?

He received 6,552 RSUs with a reported price of $0; the RSUs vest in full on September 1, 2025.

What existing holdings does the filing disclose for Braunstein?

The filing shows 1,273,690 shares held jointly, 1,000,756 shares held indirectly by the Braunstein 2015 Trust, and 11,340,600 shares held indirectly attributable to Hudson Executive Capital LP and affiliates.

Does Braunstein claim beneficial ownership of the reported securities?

He expressly disclaims any beneficial ownership of the subject securities except to the extent of any pecuniary interest.

Why are Hudson Executive Capital LP and related entities mentioned in the Form 4?

Hudson Executive Capital LP and HEC Management GP LLC are disclosed because, as investment adviser and general partner respectively, they may be deemed beneficial owners of the securities for Rule 16a-1(a) attribution purposes.