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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Braunstein Douglas L
(Last) (First) (Middle)
C/O TALKSPACE, INC.
2578 BROADWAY #607
(Street)
NEW YORK NY 10025
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Talkspace, Inc. [ TALK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/22/2021 J(1) 10,300,000 D $0.00 0 I By HEC Sponsor LLC
Common Stock 5,150,000(1) I By HEC Master Fund LP
Common Stock 1,273,690(1) D(3)
Common Stock 1,000,756(1)(3) I By Braunstein 2015 Trust
Common Stock 06/22/2021 P 5,000,000 A $10(4) 10,150,000 I By HEC Master Fund LP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $11.5 06/22/2021 J(1) 10,280,000 07/22/2021 06/22/2031 Common Stock 10,280,000 $0.00 0 I By HEC Sponsor LLC
Stock Options $8.52 06/22/2021 A 63,402 (2) 06/21/2031 Common Stock 63,402 $0.00 63,402 D
Warrants $11.5 07/22/2021 06/22/2031 Common Stock 5,140,000 5,140,000(1) I By HEC Master Fund LP
Warrants $11.5 07/22/2021 06/22/2031 Common Stock 1,271,200 1,271,200(1) D(3)
Warrants $11.5 07/22/2021 06/22/2031 Common Stock 998,800 998,800(1)(3) I By Braunstein 2015 Trust
Warrants $11.5 06/22/2021 P 2,500,000 07/22/2021 06/22/2031 Common Stock 2,500,000 $10(4) 7,640,000 I By HEC Master Fund LP
Explanation of Responses:
1. Represents a pro-rata distribution in-kind by HEC Sponsor LLC to its members for no consideration.
2. The stock option vests in 4 equal annual installments beginning on June 22, 2022.
3. These securities are jointly held with the Reporting Person's spouse.
4. Purchase price of $10.00 includes Common Stock and Warrants.
Remarks:
Excludes securities beneficially owned by Samara Braunstein, which are being reported on a separate Form 4 filing by Samara Braunstein. Exhibit 24 - Power of Attorney
By: /s/ John Reilly, Attorney-in-fact 06/24/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      EXHIBIT 24

                               POWER OF ATTORNEY

        With respect to holdings of and transactions in securities issued by
Talkspace, Inc. (the "Company"), the undersigned hereby constitutes and appoints
the individuals named on Exhibit A attached hereto and as may be amended from
time to time, or any of them signing singly, with full power of substitution and
resubstitution, to act as the undersigned's true and lawful attorney-in-fact to:

    1.  prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the United States Securities and Exchange
        Commission (the "SEC") a Form ID, including amendments thereto, and any
        other documents necessary or appropriate to obtain and/or regenerate
        codes and passwords enabling the undersigned to make electronic filings
        with the SEC of reports required by Section 16(a) of the Securities
        Exchange Act of 1934, as amended, or any rule or regulation of the SEC;

    2.  execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
        accordance with Section 16 of the Securities Exchange Act of 1934, as
        amended, and the rules thereunder;

    3.  do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Form 3, 4, or 5, complete and execute any amendment or amendments
        thereto, and timely file such form with the SEC and any stock exchange
        or similar authority; and

    4.  take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        facts discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and resubstitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorneys-in-fact substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is any Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 21st day of June, 2021.


                                         Signature:   /s/ Douglas Braunstein
                                                      ----------------------
                                         Print Name:  Douglas Braunstein


                                  Schedule A

        Individual Appointed as Attorney-in-Fact with Full Power of Substitution
and Resubstitution

1.  Mark Hirschhorn
2.  John Reilly