Sec Form 4 Filing - Dziedzic Steven @ Talkspace, Inc. - 2023-12-06

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 Dziedzic Steven 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) Chief Product Officer (Last) (First) (Middle) C/O TALKSPACE, INC., 2578 BROADWAY #607 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2023 (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 12/06/2023( 1 ) F 1,735 ( 2 ) D $ 2.27 297,012 D Common Stock 12/06/2023( 1 ) F 1,801 ( 2 ) D $ 2.27 295,211 D Common Stock 12/06/2023( 1 ) F 2,377 ( 2 ) D $ 2.27 292,834 D Common Stock 03/04/2024 A 61,856 ( 3 ) A $ 0 354,690 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 $ 1.75 03/01/2024 A 25,687 ( 4 ) 03/01/2034 Common Stock 25,687 $ 0 71,984 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dziedzic Steven C/O TALKSPACE, INC. 2578 BROADWAY #607 NEW YORK, NY10025 Chief Product Officer Signatures By: /s/ John Reilly, Attorney-in-fact for Steven Dziedzic 03/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were withheld in December 2023, but the reporting person inadvertently failed to file a Form 4 related to the transaction. The reporting person is using this Form 4 to report the withholding from 2023 as well as the grant received on March 1, 2024. ( 2 )Represents the number of shares withheld by the issuer to satisfy applicable tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") (including RSUs previously reported). ( 3 )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 16 substantially equally installments on a quarterly basis, subject to the Reporting Person's continued service with the Company through each vesting date. ( 4 )The stock option vests in 16 substantially equally installments on a quarterly basis, subject to the Reporting Person's continued service with the Company through each vesting 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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