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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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X0202 SCHEDULE 13D/A 0001213900-21-035343 0001712157 XXXXXXXX LIVE 1 Common Stock, $0.0001 par value 03/09/2026 true 0001803901 87427V103 Talkspace, Inc. 622 Third Avenue New York NY 10017 Sharon Beredjick Cohen 972-3-6055205 c/o Qumra Capital, 4 HaNevi'im Street Tel Aviv L3 6435604 0001712157 QUMRA CAPITAL II, L.P. WC E9 8573437 0 8573437 0 8573437 N 5.2 PN Note to 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock"), outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 6, 2025. Y Qumra Capital GP II, L.P. AF E9 0 8573437 0 8573437 8573437 N 5.2 PN Note to 8, 10, and 11: Consists of the 8,573,437 shares of common stock held by Qumra Capital II, L.P. ("Qumra Capital II"), as to which the Reporting Person shares voting and dispositive power by virtue of serving as the general partner of Qumra Capital II. Note to 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock, outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025. Y Qumra Capital Israel I Ltd. AF L3 0 8573437 0 8573437 8573437 N 5.2 PN Note to 8, 10, and 11: Consists of the 8,573,437 shares of common stock held by Qumra Capital II, as to which the Reporting Person shares voting and dispositive power by virtue of serving as the general partner of the general partner of Qumra Capital II. Note to 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock, outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025. Y Erez Shachar AF L3 373758 8573437 373758 8573437 8947195 N 5.4 IN Note to 8, 10, and 11: Consists of the 8,573,437 shares of common stock held by Qumra Capital II, as to which the Reporting Person shares voting and dispositive power by virtue of his serving as a managing partner of Qumra Capital Israel I Ltd. (which serves as the general partner of the general partner of Qumra Capital II). Note to 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock, outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025. Y Boaz Dinte AF L3 0 8573437 0 8573437 8573437 N 5.2 IN Note to 8, 10, and 11: Consists of the 8,573,437 shares of common stock held by Qumra Capital II, as to which the Reporting Person shares voting and dispositive power by virtue of his serving as a managing partner of Qumra Capital Israel I Ltd. (which serves as the general partner of the general partner of Qumra Capital II). Note to 13: Percentage beneficial ownership is based on 165,656,124 shares of the Issuer's Common Stock, outstanding as of November 4, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025. Common Stock, $0.0001 par value Talkspace, Inc. 622 Third Avenue New York NY 10017 This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the previously filed statement on Schedule 13D filed on July 1, 2021 (as amended and supplemented from time to time, the "Schedule 13D") by the Reporting Persons, relating to the common stock, par value $0.0001 per share (the "Common Stock"), of Talkspace, Inc., a Delaware corporation (the "Issuer" or "Talkspace"). Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows: The second paragraph of Item 4 of the Schedule 13D is hereby amended and replaced by the following: The information provided in Item 6 is incorporated by reference herein. The first sentence of Item 5 of the Schedule 13D is deleted in its entirety. Items 5(a) and 5(b) of the Schedule 13D are each hereby amended and replaced to incorporate by reference the information provided in the cover pages and in response to Item 1 of this Amendment No. 1. See (a) above. Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: Merger Agreement On March 9, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Universal Health Services, Inc., a Delaware corporation ("Parent"), and UHS Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"). Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as an indirect wholly owned subsidiary of Parent. Voting Agreement On March 9, 2026, concurrently with the execution of the Merger Agreement, Parent entered into a voting agreement (the "Voting Agreement") with certain Reporting Persons, solely in their capacities as stockholders of the Issuer, pursuant to which, among other things, the Reporting Persons (collectively, the "Holders"), among other things, agreed to vote all of their shares of the Issuer's Common Stock beneficially owned (i) in favor of adopting the Merger Agreement and any other actions contemplated by the Merger Agreement in respect of which the approval of the Company's stockholders is requested, (ii) against any alternative takeover proposal from a third party and (iii) against any other action that would reasonably likely be intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone, affect in an adverse manner or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement. The Voting Agreement will terminate upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time (as defined in the Merger Agreement), (iii) the entry, without the prior written consent of the applicable Holders, into any material modification or amendment to the Merger Agreement that reduces the amount, changes the form or otherwise adversely affects the consideration payable to such Holders pursuant to the Merger Agreement as in effect on the date of the Voting Agreement and (iv) with respect to any Holder, the mutual written agreement of such Holder and Parent. The foregoing description of the Voting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Voting Agreement, a copy of which is attached as Exhibit 99.1 and is incorporated by reference herein. Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following: 99.1. Form of Voting Agreement (incorporated by reference to Exhibit 99.2 of the Issuer's Form 8-K filed with the Securities and Exchange Commission on March 9, 2026). QUMRA CAPITAL II, L.P. /s/ Erez Shachar Erez Shachar, Managing Partner 03/30/2026 Qumra Capital GP II, L.P. /s/ Erez Shachar Erez Shachar, Managing Partner 03/30/2026 Qumra Capital Israel I Ltd. /s/ Erez Shachar Erez Shachar, Managing Partner 03/30/2026 Erez Shachar /s/ Erez Shachar Erez Shachar 03/30/2026 Boaz Dinte /s/ Boaz Dinte Boaz Dinte 03/30/2026