Talkspace (TALK) CFO Ian Jiro Harris Sells Shares in Merger

What Happened

• Ian Jiro Harris, Chief Financial Officer of Talkspace, reported dispositions on 2026-08-17 totaling 790,507 shares (303,981 + 420,824 common shares and 17,520 + 48,182 derivative units). Under the Merger Agreement with Universal Health Services, each Talkspace share was converted into $5.25 in cash, so the dispositions resulted in roughly $4.15 million in cash consideration. These were dispositions to the issuer as part of the merger (not open-market sales).

Key Details

• Transaction date: 2026-08-17. Per-share consideration: $5.25 (Merger Consideration).
• Total shares/units disposed: 790,507. Approximate proceeds: $4,150,162.
• Derivative items: 17,520 and 48,182 were reported as derivative securities (e.g., RSUs/options) and were handled under the merger terms.
• Shares owned after transaction: Not specified in the Form 4 filing.
• Footnotes: The dispositions occurred under the Merger Agreement where outstanding common shares were converted to $5.25 cash (F1–F2). Unvested RSUs and certain options were converted or assumed by the parent company per the agreement (F3–F5).
• Timeliness: The Form 4 covers the transaction date and was filed the same day; no late filing flag indicated.
• Remark: Chief Financial Officer.

Context

• These transactions are merger-related dispositions (conversion to merger consideration), not purchases or open-market sales. Derivative awards (RSUs/options) were either converted into cash or assumed/converted by the parent company per the merger terms, so this reflects deal mechanics rather than an independent trading decision by the insider.