SEC FORM 3

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^*

Hudson Executive Capital LP

(Last)

(First)

(Middle)

C/O CADWALADER, WICKERSHAM & TAFT LLP

200 LIBERTY STREET

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/22/2021

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

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

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

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

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 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)
Common Stock	5,150,000⁽¹⁾	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	5,000,000⁽²⁾	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

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)
Warrant	07/22/2021	06/22/2031	Common Stock	5,140,000⁽¹⁾	11.5	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾
Warrant	07/22/2021	06/22/2031	Common Stock	2,500,000⁽²⁾	11.5	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Hudson Executive Capital LP

(Last)

(First)

(Middle)

C/O CADWALADER, WICKERSHAM & TAFT LLP

200 LIBERTY STREET

(Street)

NEW YORK

10281

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HEC Management GP LLC

(Last)

(First)

(Middle)

C/O CADWALADER, WICKERSHAM & TAFT LLP

200 LIBERTY STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Braunstein Douglas L

(Last)

(First)

(Middle)

C/O CADWALADER, WICKERSHAM & TAFT LLP

200 LIBERTY STREET

(Street)

NEW YORK

10025

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents a pro-rata distribution in-kind by HEC Sponsor LLC to its members for no consideration.

2. Represents securities acquired in a private purchase from the issuer in connection with the consummation of its business combination.

3. In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 3 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP"), and Douglas L. Braunstein, a citizen of the United States of America (together with Hudson Executive and Management GP, the "Reporting Persons"), each of whom has the same business address as Hudson Executive and may be deemed to have a pecuniary interest in the securities reported on this Form 3 (the "Subject Securities").

4. Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. 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). 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).

5. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

Remarks:

	Hudson Executive Capital LP, By: Management GP LLC, its general partner, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member	07/02/2021
	HEC Management GP LLC, By: /s/ Douglas L. Braunstein, Name: Douglas L. Braunstein, Title: Managing Member	07/02/2021
	Douglas L. Braunstein, /s/ Douglas L. Braunstein	07/02/2021
	** 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.

SEC Form 3: Hudson Executive Capital LP claimed ownership of 10,150,000 units of Common Stock