Talkspace (TALK) CTO Gil Margolin Disposes 849,959 Shares in Merger

What Happened

• Gil Margolin, Chief Technology Officer of Talkspace, reported dispositions on 2026-08-17 tied to the company’s merger with Universal Health Services. The filing shows a total of 849,959 common share equivalents disposed/converted/cancelled.
• Of that total, 267,013 issued shares of Talkspace common stock were converted into the merger consideration of $5.25 per share (≈ $1,401,818). The remaining reported items are derivative awards (RSUs and stock options) that were either assumed, converted or canceled under the merger terms.

Key Details

• Transaction date: 2026-08-17 (reporting period 2026-08-17); filing accession 0001193125-26-353435.
• Total share equivalents reported disposed: 849,959.
• Cash consideration for common shares: $5.25 per share (Merger Consideration) — applied to 267,013 common shares → ≈ $1.40M.
• Derivative treatment per merger terms:
  • Unvested RSUs were assumed by the buyer and converted into Parent restricted stock unit awards (per exchange ratio).
  • Certain vested stock options with exercise price ≥ $5.25 were canceled for no consideration.
  • Other unvested/assumed options were converted into options on Parent Class B shares per the merger formula.
• Price in the Form 4 rows is listed as N/A because the dispositions resulted from the merger mechanics rather than open‑market trades.
• Shares owned after the transactions are not provided in the supplied filing excerpt.
• Filing timeliness: filing shows the same report date and does not indicate a late filing.

Context

• These are merger-related corporate actions, not open-market sales; the $5.25/ share cash payment applied to issued common stock only. RSUs and options were handled according to the merger agreement — some converted to Parent awards, some canceled — which is routine in acquisitions.
• Such merger-driven dispositions reflect deal mechanics rather than a voluntary insider sell signal; they do not necessarily indicate the insider’s view on the company’s future performance.