Talkspace (NASDAQ: TALK) director, Qumra Capital cash out
Rhea-AI Filing Summary
Talkspace, Inc. director Shachar Erez 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 effective time, each share of Talkspace common stock was converted into the right to receive $5.25 in cash. Common shares held directly by Mr. Erez and indirectly through Qumra Capital II, L.P. were disposed to the issuer in this merger context, and Mr. Erez reports no remaining Talkspace common stock held directly or through Qumra II. Vested restricted stock units were canceled for a cash payment based on the $5.25 merger consideration, and vested stock options with an exercise price of $8.52 (at or above the merger consideration) were canceled for no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 9,000,503 shares
Net Sell
4 txns
Insider
Shachar Erez
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options F1, F5 | 63,402 | -- | -- |
| Disposition | Common Stock F1, F2 | 355,420 | -- | -- |
| Disposition | Common Stock F1, F3 | 71,646 | -- | -- |
| Disposition | Common Stock F1, F2, F4 | 8,573,437 | -- | -- |
Holdings After Transaction:
Stock Options — 0 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Qumra Capital II, L.P)
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 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. Qumra Capital GP II, L.P. ("Qumra GP II") is the general partner of Qumra Capital II, L.P ("Qumra II") and Qumra Capital Israel I Ltd. ("Qumra Capital Israel I") is the general partner of Qumra GP II. Mr. Shachar is a managing partner of Qumra Capital Israel I and disclaims beneficial ownership of the shares held of record by Qumra II except to the extent of his pecuniary interest therein.
- F5. 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 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 per share
Vested Stock Options Canceled: 63,402 shares underlying options
Option Exercise Price: $8.52 per share
+5 more
8 metrics
Merger Consideration per Share
$5.25 per share
Cash consideration for each issued and outstanding Talkspace common share at the effective time of the merger
Vested Stock Options Canceled
63,402 shares underlying options
Stock options with an exercise price equal to or greater than $5.25, canceled for no consideration
Option Exercise Price
$8.52 per share
Exercise price of the Talkspace stock options reported as canceled for no consideration
Direct Common Shares Disposed
355,420 shares
Talkspace common stock directly held by Mr. Erez disposed in connection with the merger
Additional Direct Common Shares Disposed
71,646 shares
Talkspace common stock underlying vested RSUs canceled for a cash payment based on $5.25
Indirect Common Shares Disposed
8,573,437 shares
Talkspace common stock held indirectly through Qumra Capital II, L.P., fully disposed in the merger
Holdings After Transaction (Direct Options)
0 shares
Stock options reported in this filing following cancellation at or above the merger consideration
Holdings After Transaction (Indirect Common)
0 shares
Indirect Talkspace common stock position through Qumra Capital II, L.P. after merger-related disposition
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit, pecuniary interest, +2 more
6 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.
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 with its terms"
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.
pecuniary interest financial
"disclaims beneficial ownership of the shares held of record by Qumra II except to the extent of his pecuniary interest"
indirect wholly owned subsidiary regulatory
"a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub")"
beneficial ownership financial
"disclaims beneficial ownership of the shares held of record by Qumra II"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What did Talkspace (TALK) director Shachar Erez report in this Form 4?
Mr. Erez reported dispositions of Talkspace securities tied to the completion of a merger. His directly held and certain indirectly held common shares were converted into cash rights, and eligible equity awards were canceled or cashed out pursuant to the merger terms.
What happened to Shachar Erez’s Talkspace stock options in this filing for TALK?
Vested Talkspace stock options with an exercise price of $8.52 per share were canceled for no consideration. Because their exercise price was equal to or greater than the $5.25 merger consideration, they had no cash-out value under the merger agreement.
How were restricted stock units (RSUs) of Talkspace (TALK) treated in the merger?
Each vested Talkspace RSU was canceled and converted into a cash payment. The payment equaled the number of shares underlying the vested RSU multiplied by the $5.25 merger consideration, as provided in the merger agreement at the effective time.
AI-generated analysis. How Rhea-AI works. Not financial advice.
