Statement of Changes in Beneficial Ownership (4)
October 26 2021 - 7:49PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
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Crowe Jeffrey |
2. Issuer Name and Ticker or Trading Symbol
Talkspace, Inc.
[
TALK
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O TALKSPACE, INC., 2578 BROADWAY #607 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/26/2021 |
(Street)
NEW YORK, NY 10025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/26/2021 | | A | | 15384 (1) | A | $0.00 | 15384 | D | |
Common Stock | | | | | | | | 14702972 | I | See Footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Stock Options | $8.52 | 10/26/2021 | | A | | 63402 | | (3) | 10/25/2031 | Common Stock | 63402 | $0.00 | 63402 | D | |
Explanation of Responses: |
(1) | 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 four equal annual installments beginning on June 22, 2022. |
(2) | The securities shown represent securities held of record by Norwest Venture Partners XIII, LP ("NVP XIII"). Genesis VC Partners XIII, LLC ("Genesis XIII") is the general partner of NVP XIII and may be deemed to have sole voting and dispositive power over the shares held by NVP XIII. NVP Associates, LLC ("NVP Associates"), the managing member of Genesis XIII and Jeffrey Crowe, as a Co-Chief Executive Officer of NVP Associates, may be deemed to share voting and dispositive power with respect to such securities. Such entities and Mr. Crowe disclaim beneficial ownership of all such securities, except to the extent of any pecuniary interest therein. |
(3) | The stock option vests in 4 equal annual installments beginning on June 22, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Crowe Jeffrey C/O TALKSPACE, INC. 2578 BROADWAY #607 NEW YORK, NY 10025 | X |
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Signatures
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By: /s/ John Reilly, Attorney-in-fact for Jeffrey Crowe | | 10/26/2021 |
**Signature of Reporting Person | Date |
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