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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Talkspace, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
Douglas L. Braunstein
Hudson Executive Capital LP, c/o Talkspace, Inc., 622 Third Avenue
New York, NY, 10017
212-284-7206
Hudson Executive Capital LP, c/o Talkspace, Inc., 622 Third Avenue
New York, NY, 10017
212-284-7206
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/09/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
HEC Management GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,980,600.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person:
Note to Rows 8 and 10: Inclusive of 7,640,000 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D.
Note to Row 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock"), outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 6, 2025, together with 7,640,000 shares of Issuer's Common Stock issuable upon the exercise of warrants owned by the Reporting Person named above.
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
Hudson Executive Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,980,600.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person:
Note to Rows 8 and 10: Inclusive of 7,640,000 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D.
Note to Row 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock, outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025, together with 7,640,000 shares of Issuer's Common Stock issuable upon the exercise of warrants owned by the Reporting Person named above.
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
HEC Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
18,980,600.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person:
Note to Rows 8 and 10: Inclusive of 7,640,000 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D.
Note to Row 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock, outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025, together with 7,640,000 shares of Issuer's Common Stock issuable upon the exercise of warrants owned by the Reporting Person named above.
SCHEDULE 13D
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| CUSIP Number(s): |
| 1 |
Name of reporting person
Douglas L. Braunstein | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,259,940.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows 7 and 9: Inclusive of (a) 2,274,446 shares of Issuer's Common Stock owned jointly among Mr. Braunstein and his spouse, including through a trust, (b) 2,270,000 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D owned jointly among Mr. Braunstein and his spouse and (c) 703,402 shares underlying certain options exercisable within 60 days of the date of this Schedule 13D.
Note to Rows 8 and 10: Inclusive of 7,640,000 shares beneficially owned through the ownership of warrants exercisable within 60 days of the date of this Schedule 13D.
Note to Row 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025, together with 9,910,000 shares of Issuer's Common Stock issuable upon the exercise of warrants owned by the Reporting Person named above and 703,402 shares of Issuer's Common Stock underlying certain options owned by the Reporting Person named above.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
Talkspace, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
622 THIRD AVENUE, NEW YORK,
NEW YORK
, 10017. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") relates to the Schedule 13D filed on July 2, 2021 (the "Initial 13D", as amended by Amendment No. 1 thereto filed November 17, 2021, and, as amended and supplemented through the date of this Amendment No. 2, collectively, the "Schedule 13D") by the Reporting Persons, relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Talkspace, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (c) | The last sentence of Item 2(c) is hereby amended and restated in its entirety as follows: The principal business address for each of the Reporting Persons is c/o Talkspace, Inc., 622 Third Avenue, New York, New York 10017. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented by the following:
The information provided in Item 6 is incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) and 5(b) are each hereby amended and supplemented to incorporate by reference the information provided in the cover pages and in response to Item 1 of this Amendment No. 2. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented by the following:
Merger Agreement
On March 9, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with 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"). Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as an indirect wholly owned subsidiary of Parent.
Voting Agreement
On March 9, 2026, concurrently with the execution of the Merger Agreement, Parent entered into a voting agreement with certain Reporting Persons, solely in their capacities as stockholders of the Issuer, pursuant to which, among other things, the Reporting Persons (collectively, the "Holders"), among other things, to vote all of their shares of the Issuer's Common Stock beneficially owned (A) in favor of adopting the Merger Agreement and any other actions contemplated by the Merger Agreement in respect of which the approval of the Company's stockholders is requested, (B) against any alternative takeover proposal from a third party and (C) against any other action that would reasonably likely be intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone, affect in an adverse manner or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement.
The Voting Agreement will terminate upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time (as defined in the Merger Agreement), (iii) the entry, without the prior written consent of the applicable Holders, into any material modification or amendment to the Merger Agreement that reduces the amount, changes the form or otherwise adversely affects the consideration payable to such Holders pursuant to the Merger Agreement as in effect on the date of the Voting Agreement and (iv) with respect to any Holder, the mutual written agreement of such Holder and Parent.
The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Voting Agreement, a copy of which is attached as Exhibit 99.1 and is incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented by the following:
99.1. Form of Voting Agreement (incorporated by reference to Exhibit 99.1 of the Issuer's Form 8-K filed with the Securities and Exchange Commission on March 9, 2026). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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