Talkspace Director Madhu Pawar Sells 453,358 Shares in Merger Cash-Out

What Happened

• Director Madhu Pawar reported three dispositions on 2026-08-17: 341,734 shares, 48,222 shares, and 63,402 shares (the last reported as a derivative). Under the merger agreement, each share was converted into the right to receive $5.25 in cash, so the 453,358 total shares were cashed out for approximately $2,380,130.
• These were dispositions to the issuer as part of the merger (not open-market sales). The filing also notes that certain stock options with exercise prices at or above the merger price were canceled for no consideration.

Key Details

• Transaction date: 2026-08-17; Merger consideration: $5.25 per share.
• Shares disposed: 341,734; 48,222; 63,402 (derivative) — total 453,358 shares → ≈ $2,380,130.
• Shares owned after transaction: not reported in the Form 4.
• Relevant footnotes: merger closed per Merger Agreement (F1); common shares converted to $5.25 cash (F2); vested RSUs converted to cash per share (F3); vested options with exercise price ≥ $5.25 canceled for no consideration (F4).
• Filing date: 2026-08-17 (reported same day; not shown as late).

Context

• These dispositions reflect the cash-out mechanics of Talkspace’s merger into a UHS subsidiary, not discretionary insider selling. Derivative items likely represent vested RSUs converted to cash; certain vested options were canceled for no consideration per the agreement.
• Such merger-related cash conversions are routine and don’t necessarily indicate the insider’s view of the company’s long-term prospects.