SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Watson Katelyn

(Last)

(First)

(Middle)

C/O TALKSPACE, INC.

2578 BROADWAY #607

(Street)

NEW YORK

10025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/18/2024

3. Issuer Name and Ticker or Trading Symbol
Talkspace, Inc. [ TALK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Marketing Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	456,775⁽¹⁾	D
Restricted Stock Units	74,478⁽²⁾	D
Restricted Stock Units	41,238⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	⁽⁴⁾	02/28/2033	Common Stock	29,235	$0.88	D
Stock Option	⁽⁵⁾	03/01/2024	Common Stock	17,125	$2.99	D

Explanation of Responses:

1. As of April 18, 2024. 25% of these restricted stock units vested on December 1, 2023, with the remaining portion vesting in three annual installments.

2. As of April 18, 2024. 25% of these restricted stock units vested on March 1, 2024, with the remaining portion vesting in quarterly installments.

3. As of April 18, 2024. These restricted stock units vest in 16 consecutive quarterly installments commencing on June 1, 2024.

4. 25% of the stock options vested on March 1, 2024, with the remaining portion vesting in quarterly installments.

5. These stock options vest in 16 consecutive quarterly installments commencing on June 1, 2024.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ John Reilly, Attorney-in-fact for Katelyn Watson	06/26/2024
	** Signature of Reporting Person	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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.