Sec Form 4 Filing - Braunstein Douglas L @ Talkspace, Inc. - 2021-06-22

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 Braunstein Douglas L 2. Issuer Name and Ticker or Trading Symbol Talkspace, Inc. [ TALK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (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 J( 1 ) 10,300,000 D $ 0 0 I By HEC Sponsor LLC Common Stock 5,150,000 ( 1 ) I By HEC Master Fund LP Common Stock 1,273,690 ( 1 ) D ( 3 ) Common Stock 1,000,756 ( 1 ) ( 3 ) I By Braunstein 2015 Trust Common Stock 06/22/2021 P 5,000,000 A $ 10 ( 4 ) 10,150,000 I By HEC Master Fund LP

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 Warrants $ 11.5 06/22/2021 J( 1 ) 10,280,000 07/22/2021 06/22/2031 Common Stock 10,280,000 $ 0 0 I By HEC Sponsor LLC Stock Options $ 8.52 06/22/2021 A 63,402 ( 2 ) 06/21/2031 Common Stock 63,402 $ 0 63,402 D Warrants $ 11.5 07/22/2021 06/22/2031 Common Stock 5,140,000 5,140,000 ( 1 ) I By HEC Master Fund LP Warrants $ 11.5 07/22/2021 06/22/2031 Common Stock 1,271,200 1,271,200 ( 1 ) D ( 3 ) Warrants $ 11.5 07/22/2021 06/22/2031 Common Stock 998,800 998,800 ( 1 ) ( 3 ) I By Braunstein 2015 Trust Warrants $ 11.5 06/22/2021 P 2,500,000 07/22/2021 06/22/2031 Common Stock 2,500,000 $ 10 ( 4 ) 7,640,000 I By HEC Master Fund LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Braunstein Douglas L C/O TALKSPACE, INC. 2578 BROADWAY #607 NEW YORK, NY10025 X Signatures By: /s/ John Reilly, Attorney-in-fact 06/24/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro-rata distribution in-kind by HEC Sponsor LLC to its members for no consideration. ( 2 )The stock option vests in 4 equal annual installments beginning on June 22, 2022. ( 3 )These securities are jointly held with the Reporting Person's spouse. ( 4 )Purchase price of $10.00 includes Common Stock and Warrants.

Remarks: Excludes securities beneficially owned by Samara Braunstein, which are being reported on a separate Form 4 filing by Samara Braunstein.Exhibit 24 - Power of Attorney

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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