TALK Talkspace Inc

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 OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

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                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O CADWALADER, WICKERSHAM & TAFT LLP,, 200 LIBERTY STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 8/30/2021
(Street) NEW YORK, NY 10281 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	8/30/2021		A		15384 (1)	A	$0	15384	D
Common Stock								1273690	D (2)
Common Stock								1000756	I	By Braunstein 2015 Trust (2)
Common Stock								10340600	I	See footnotes (3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

Explanation of Responses:
(1)	Consists of restricted stock units ("RSUs") awared to Douglas L. Braunstein in connection with his service as Chairman and Director of Talkspace, Inc. (the "Company"). Each RSU represents a contingent right to receive one share of the Company's common stock. The RSUs vest in four equal annual installments beginning on June 22, 2022. These securities are directly owned by Douglas L. Braunstein. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such securities.
(2)	These securities are jointly held by Douglas L. Braunstein and Samara Braunstein. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such securities.
(3)	Hudson Executive Capital LP ("Hudson Executive"), as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the securities reported on this Form 4 (the "Subject Securities") for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). HEC Management GP LLC ("Management GP"), as the general partner of Hudson Executive, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act.
(4)	Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
(5)	The Reporting Persons' prior filing on July 2, 2021 incorrectly included 7,640,000 shares of the Company's common stock. As previously reported, the Reporting Persons own warrants to purchase up to 7,640,000 shares of the Company's common stock.

Remarks: Excludes securities beneficially owned by Samara Braunstein, which are being reported on a separate Form 4 filing by Samara Braunstein.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Braunstein Douglas L C/O CADWALADER, WICKERSHAM & TAFT LLP, 200 LIBERTY STREET NEW YORK, NY 10281	X	X
Hudson Executive Capital LP C/O CADWALADER, WICKERSHAM & TAFT LLP, 200 LIBERTY STREET NEW YORK, NY 10281		X
HEC Management GP LLC C/O CADWALADER, WICKERSHAM & TAFT LLP, 200 LIBERTY STREET NEW YORK, NY 10281		X

Signatures
HEC Management GP LLC, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member		10/26/2021
**Signature of Reporting Person		Date
Hudson Executive Capital LP, By: HEC Management GP LLC, its general partner, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member		10/26/2021
**Signature of Reporting Person		Date
Douglas L. Braunstein, /s/ Douglas L. Braunstein		10/26/2021
**Signature of Reporting Person		Date