Sec Form 4 Filing - HIRSCHHORN MARK @ Talkspace, Inc. - 2021-06-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
HIRSCHHORN MARK
2. Issuer Name and Ticker or Trading Symbol
Talkspace, Inc. [ TALK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, COO and CFO
(Last) (First) (Middle)
C/O TALKSPACE, INC., 2578 BROADWAY #607
3. Date of Earliest Transaction (MM/DD/YY)
06/22/2021
(Street)
NEW YORK, NY10025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/22/2021 A 541,467 A 541,467 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Options $ 1.21 06/22/2021 A 646,800 ( 2 ) 02/10/2030 Common Stock 646,800 ( 1 ) 646,800 D
Stock Options $ 1.21 06/22/2021 A 1,730,408 ( 3 ) 02/10/2030 Common Stock 1,730,408 ( 1 ) 1,730,408 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HIRSCHHORN MARK
C/O TALKSPACE, INC.
2578 BROADWAY #607
NEW YORK, NY10025
President, COO and CFO
Signatures
By: /s/ John Reilly, Attorney-in-fact 06/24/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the business combination of Hudson Executive Investment Corp. and Groop Internet Platform, Inc. (d/b/a Talkspace) ("Legacy Talkspace"), each share of Legacy Talkspace outstanding common and preferred stock was automatically converted into the right to receive a combination of cash and a number shares of the Issuer's Common Stock based on a 1-to-1.1341 exchange ratio (the "Exchange Ratio") in accordance with the merger agreement governing the business combination. In addition, each outstanding Legacy Talkspace stock option was automatically converted into a corresponding stock option of the Issuer based on the Exchange Ratio and with the same terms and vesting conditions as the Legacy Talkspace equity awards.
( 2 )The stock option is currently vested and fully exercisable.
( 3 )The stock option vested and became exercisable with respect to 25% of the underlying shares on February 10, 2021. The remainder of the stock options will vest in 36 equal monthly installments beginning on March 10, 2021.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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