Reilly John Charles's Form 4 filing
Talkspace, Inc. (TALK) · filed Aug 17, 2026
- Accession no.
- 0001193125-26-353360
- Filed
- Aug 17, 2026, 9:54 AM ET
- Trade date
- Aug 17, 2026
- Filing delay
- Same day
- Rule 10b5-1 plan
- Not checked
This filing lists 2 non-derivative transactions and 10 derivative transactions. It was filed on the trade date.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Reilly John CharlesCIK 0001868649 | Officer (Chief Legal Officer, Secretary) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Aug 17, 2026 | Common Stock | DReturned to the companyDisposed | −27,251 | –F1,F4 | – | 0 | Direct | |
| Aug 17, 2026 | Common Stock | DReturned to the companyDisposed | −25,604 | –F1,F4 | – | 0 | Direct | |
| Aug 17, 2026 | Common Stock | DReturned to the companyDisposed | −5,907 | –F1,F4 | – | 0 | Direct | |
| Aug 17, 2026 | Common Stock | DReturned to the companyDisposed | −38,851 | –F1,F4 | – | 0 | Direct | |
| Aug 17, 2026 | Common Stock | DReturned to the companyDisposed | −15,161 | –F1,F4 | – | 0 | Direct | |
| Aug 17, 2026 | Common Stock | DReturned to the companyDisposed | −28,897 | –F1,F4 | – | 0 | Direct | |
| Aug 17, 2026 | Common Stock | DReturned to the companyDisposed | −13,626 | –F1,F5 | – | 0 | Direct | |
| Aug 17, 2026 | Common Stock | DReturned to the companyDisposed | −33,357 | –F1,F5 | – | 0 | Direct | |
| Aug 17, 2026 | Common Stock | DReturned to the companyDisposed | −22,476 | –F1,F5 | – | 0 | Direct | |
| Aug 17, 2026 | Common Stock | DReturned to the companyDisposed | −247,500 | –F1,F6 | – | 0 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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").
Referenced by the price of 2 transactions in Table I and 10 transactions in Table II.
- 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").
Referenced by the price of 1 transaction in Table I.
- F3
Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time that remains unvested at the Effective Time was assumed by Parent and converted into a Parent restricted stock unit award relating to a number of shares of Class B Common Stock, par value $0.01 per share, of Parent ("Parent Class B Shares") equal to the product of (i) the number of shares of Common Stock underlying such RSU, multiplied by (ii) a fraction (a) the numerator of which was the closing price of Common Stock on Nasdaq on the last day on which Common Stock was traded on Nasdaq that is immediately prior to the date of the Effective Time and (b) the denominator of which was the closing price of a Parent Class B Share on the New York Stock Exchange on the last day on which Common Stock was traded on Nasdaq that is immediately prior to the date of the Effective Time (the "Exchange Ratio").
Referenced by the price of 1 transaction in Table I.
- F4
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 (each, a "Vested Stock Option") 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 Stock Option immediately prior to the Effective Time and (ii) the excess, if any, of (a) the Merger Consideration over (b) the per share exercise price of such Vested Stock Option.
Referenced by the price of 6 transactions in Table II.
- F5
Pursuant to the terms of the Merger Agreement, at the Effective Time, each Issuer stock option outstanding and unexercised immediately prior to the Effective Time that is not a Vested Stock Option was assumed by Parent and converted into an option to purchase Parent Class B Shares (each, an "Assumed Option"), with (i) the number of Parent Class B Shares subject to such Assumed Option equal to the product of (a) the number of shares of Common Stock that were issuable upon exercise of the Issuer stock option immediately prior to the Effective Time multiplied by (b) the Exchange Ratio and (ii) a per share exercise price equal to (a) the per share exercise price of the corresponding Issuer stock option divided by (b) the Exchange Ratio.
Referenced by the price of 3 transactions in Table II.
- F6
Pursuant to the terms of the Merger Agreement, at the Effective Time, each Vested Stock Option reported in this row had an exercise price equal to or greater than the Merger Consideration and was canceled for no consideration.
Referenced by the price of 1 transaction in Table II.
Remarks
Chief Legal Officer