Talkspace CEO Jon R. Cohen Disposes 4.7M Shares in Merger

What Happened
Jon R. Cohen, Chief Executive Officer of Talkspace (TALK), reported dispositions totaling 4,695,157 shares/units on 2026-08-17 related to the company’s merger with Universal Health Services. The filing shows two non-derivative lot dispositions totaling 2,841,807 common shares that were converted into the merger consideration of $5.25 per share (≈ $14.92M). The remaining 1,853,350 items were derivative awards (RSUs/options) that were either converted, assumed or canceled under the merger agreement rather than sold in the open market.

Key Details

• Transaction date: 2026-08-17; Form 4 filed with that reporting period (no late filing indicated).
• Dispositions reported (all marked "D"): total 4,695,157 shares/units.
  • Non-derivative common stock: 2,841,807 shares converted at $5.25/share (≈ $14.92M).
  • Derivative items (1,853,350 units): RSUs and options that were converted, assumed or canceled per merger terms.
• Price: common-stock conversion price = $5.25 per share; listed trades show "N/A" because these were issuer conversions under the merger, not open-market trades.
• Shares owned after transaction: not specified in the filing.
• Footnotes: transactions governed by the Merger Agreement (Mar 9, 2026). Footnotes explain (a) common shares converted into $5.25 cash, (b) unvested RSUs were converted into Parent (UHS) restricted stock units using an exchange ratio, (c) vested options were canceled for cash payments per the agreement, and (d) unvested/unexercised options were assumed/converted by Parent.

Context

• These were merger-related dispositions to the issuer, not routine open-market sales—common stock was cashed out at the stated merger price while equity awards and options received treatment spelled out in the merger agreement.
• Derivative entries reflect conversion/assumption or cash-out of RSUs and options; they do not necessarily indicate a voluntary sale by the insider.
• No 10b5-1, gift, or late-filing flags are indicated in the filing.