Talkspace (TALK) CLO John Reilly Sells 1.38M Shares in Merger

What Happened

• John Reilly, Chief Legal Officer and Secretary of Talkspace, disposed of a total of 1,382,789 issuer shares and derivative awards on August 17, 2026 as part of the merger with Universal Health Services (UHS).
• Of that total, 924,159 were outstanding Talkspace common shares that were converted into the merger consideration of $5.25 per share (≈ $4.85 million). The remaining 458,630 were derivative awards (RSUs/options) that were either converted, assumed or canceled under the merger terms.

Key Details

• Transaction date / filing date: 2026-08-17 (filed same day — appears timely).
• Total disposed: 1,382,789 shares/award units (924,159 common stock; 458,630 derivative).
• Merger consideration: $5.25 per Talkspace common share (per Merger Agreement).
• Approximate cash from common-stock conversion: 924,159 × $5.25 ≈ $4.85M. (Derivative awards may be converted to Parent RSUs, converted to cash depending on terms, or canceled — see footnotes.)
• Notable footnotes: Unvested RSUs were assumed by Parent and converted into Parent restricted stock units (F3). Vested stock options were either converted into cash equal to any in‑the‑money amount or, if the exercise price was ≥ $5.25, canceled for no consideration (F4, F5, F6).
• Post-transaction holdings: Issuer common stock was canceled at the Effective Time; the filing does not report residual Issuer common shares. Some awards were converted into Parent securities per the merger terms.

Context

• This was a merger-related disposition/conversion, not an open-market sale by the insider. Such filings usually reflect deal mechanics (cash-out, cancellation or conversion of awards) rather than a trading decision by management.
• For retail investors: merger conversions are routine; derivative rows often reflect RSU conversions to Parent units or option cancellations — these do not necessarily signal insider sentiment in the same way an open-market purchase or sale would.