Talkspace (TALK) Director Shachar Erez Surrenders Shares in Merger

What Happened

• Shachar Erez, a director (and managing partner of a related general partner), disposed of a total of 9,063,905 Talkspace shares on August 17, 2026 as part of the company’s merger with Universal Health Services. Under the merger terms, each outstanding share converted into $5.25 in cash, so the surrendered shares correspond to roughly $47.6 million in merger consideration. One reported disposition (63,402 shares) was a derivative (vested RSUs converted to cash).

Key Details

• Transaction date: 2026-08-17 (Effective Time of the Merger)
• Consideration: $5.25 per share (merger consideration) — filings list price as N/A but footnotes disclose the cash conversion
• Shares disposed: 355,420; 71,646; 8,573,437; and 63,402 (derivative) — total 9,063,905 shares
• Approximate cash received: 9,063,905 × $5.25 ≈ $47,585,501
• Derivative note: Vested RSUs that were vested at the Effective Time were canceled and converted into cash per the merger terms
• Options note: The filing notes certain vested options with exercise prices ≥ $5.25 were canceled for no consideration under the merger agreement
• Ownership disclosure: Footnote clarifies Qumra Capital entities hold some shares of record; Mr. Erez disclaims beneficial ownership of shares held by Qumra II except for his pecuniary interest
• Filing timeliness: transaction and report date are the same (no late filing indicated)

Context

• This was not a typical open-market sale: it was a compulsory conversion/surrender under the merger agreement that converted issued shares and vested RSUs into cash. Such filings reflect corporate transaction mechanics rather than an insider’s discretionary buy/sell decision. Options with strike prices at or above the merger price were canceled for no value per the agreement.