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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 0001712157 XXXXXXXX LIVE 2 Common Stock, $0.0001 par value 08/17/2026 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 N QUMRA CAPITAL II, L.P. WC N E9 0.00 0.00 0.00 0.00 0.00 N 0.00 PN Y Qumra Capital GP II, L.P. AF N E9 0.00 0.00 0.00 0.00 0.00 N 0.00 PN Y Qumra Capital Israel I Ltd. AF N L3 0.00 0.00 0.00 0.00 0.00 N 0.00 PN Y Erez Shachar AF N L3 0.00 0.00 0.00 0.00 0.00 N 0.00 IN Y Boaz Dinte AF N L3 0.00 0.00 0.00 0.00 0.00 N 0.00 IN Common Stock, $0.0001 par value Talkspace, Inc. 622 Third Avenue New York NY 10017 This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the previously filed statement on Schedule 13D filed on July 1, 2021 (as amended and supplemented on March 30, 2026, the "Existing 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 Existing Schedule 13D remain unchanged. Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings set forth in the Existing 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 Existing Schedule 13D is hereby supplementally amended as follows: Item 4 of the Existing Schedule 13D is hereby amended and supplemented by adding the following: On August 17, 2026, the merger (the "Merger") contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated March 9, 2026, by and among the Issuer, 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") was consummated. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, and the Issuer continued as the surviving corporation as an indirect wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each outstanding share of Common Stock (other than shares of Company Common Stock to be canceled pursuant to the Merger Agreement and shares with respect to which appraisal rights were properly exercised and not withdrawn under Delaware law) was automatically converted into the right to receive $5.25 in cash, without interest (the "Merger Consideration"). In addition, as of the Effective Time, each stock option granted under the Issuer's equity incentive plans (a "Stock Option") that was vested as of the Effective Time (each, a "Vested Stock Option") was cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of (i) the Merger Consideration over (ii) the per share exercise price of such Vested Stock Option. Each restricted stock unit granted under the Issuer's equity incentive plans ("RSU") that was vested, but not yet settled, as of the Effective Time, was cancelled and converted into the right to receive the Merger Consideration for each RSU. Immediately prior to the Effective Time, each of the Issuer's directors, including Mr. Shachar, resigned from, and ceased serving on, the Issuer's board of directors. Following the Merger, the Reporting Persons no longer beneficially own any securities of the Issuer, nor do they have sole or shared power to vote, direct the vote, dispose or direct the disposition of, any securities of the Issuer. The Common Stock will no longer be listed on Nasdaq and will be deregistered under Section 12(b) of the Exchange Act. Items 5(a), 5(b), 5(c), 5(d), and 5(e) of the Existing Schedule 13D are hereby amended and supplemented by adding the following: The aggregate number and percentage of the Common Stock that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13, respectively, on the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. The numbers of Common Stock as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power are set forth in boxes 7, 8, 9 and 10, respectively, on the cover page to the Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference. The response to Item 4 above is incorporated herein by reference. Except as otherwise set forth herein, none of the Reporting Persons has acquired or disposed of any Common Stock during the last 60 days. Not applicable. As of August 17, 2026, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock. Item 6 of the Existing Schedule 13D is hereby amended and supplemented by adding the following: Upon the consummation of the Merger, the Voting Agreement automatically terminated pursuant to its terms and is of no further force or effect. QUMRA CAPITAL II, L.P. /s/ Erez Shachar Erez Shachar, Managing Partner 08/17/2026 Qumra Capital GP II, L.P. /s/ Erez Shachar Erez Shachar, Managing Partner 08/17/2026 Qumra Capital Israel I Ltd. /s/ Erez Shachar Erez Shachar, Managing Partner 08/17/2026 Erez Shachar /s/ Erez Shachar Erez Shachar 08/17/2026 Boaz Dinte /s/ Boaz Dinte Boaz Dinte 08/17/2026