The Notice was sent to you pursuant to an Order of a U.S. District Court because you or someone in your family or an investment account for which you serve as custodian may have purchased or acquired Talkspace securities during the period between June 11, 2020 and November 15, 2021, inclusive (the “Class Period”), or you may have held Talkspace common stock on the May 19, 2021 Record Date for the special meeting of shareholders held on June 17, 2021 to consider the Merger or were entitled to vote on approval of the Merger.

The Notice explains the class action lawsuits, the Settlement, Class Members’ legal rights in connection with the Settlement, what benefits are available, who is eligible for them, and how to get them.

The Court in charge of the Securities Action and the Settlement is the United States District Court for the Southern District of New York, and the case is known as In re Talkspace, Inc. Securities Litigation, Civil Action No. 1:22-cv-00163-PGG. The case has been assigned to the Honorable Paul G. Gardephe. The Delaware Action is pending in the Delaware Court of Chancery and is known as Valdez v. Braunstein, et al., Case No. 2022-1148-KSJM. The Delaware Action has been assigned to Chancellor Kathaleen St. J. McCormick. The entities and individuals representing the Class are the Plaintiffs, and the companies and individuals they sued and who have now settled are called the Defendants.

A brief background of this case is provided on pages 3-4 of the Notice, and is also summarized on this website. We do not have any more information regarding the background of this case beyond what is provided in the Notice and posted case documents.

Neither Court has decided in favor of the Plaintiffs or Defendants. Instead, both sides agreed to the Settlement to avoid the distraction, costs, and risks of further litigation, and Plaintiffs agreed to the Settlement in order to ensure that Class Members will receive compensation.

The Court directed that everyone who fits this description is a Class Member: (i) all Persons who purchased or acquired Talkspace securities during the period between June 11, 2020 and November 15, 2021, inclusive, and (ii) all holders of Talkspace common stock as of the Record Date for the special meeting of shareholders held on June 17, 2021 to consider approval of the Merger or who were entitled to vote on the approval of the Merger, except those Persons and entities that are excluded.

Excluded from the Class are: Defendants in the Actions and members of their immediate families, the officers and directors of Talkspace, at all relevant times, and members of their immediate families, the legal representatives, heirs, successors, or assigns of any of the foregoing, and any entity in which Defendants in the Actions have or had a controlling interest. Also excluded from the Class are those Persons who validly and timely request exclusion therefrom by submitting a request for exclusion in accordance with the requirements set forth in question 11 in the Notice.

Please Note: Receipt of the Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Settlement. If you are a Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit the Proof of Claim that is being distributed with the Notice and the required supporting documentation as set forth therein postmarked or submitted online on or before October 23, 2023.

We administer the claims process and distribution under the direction of the presiding Court and Counsel. In some cases, we are directed to provide claimants with CUSIP numbers for the securities involved in the matter. In other cases we are not authorized or directed to provide the CUSIPS. In this case, we are unable to provide the CUSIP. The determination regarding CUSIPS is made on a case-by-case basis by Counsel and Courts involved, and is not a matter decided by us.

We are unable to advise regarding claim eligibility prior to receiving and processing a Proof of Claim submission. We cannot be more specific than the information which has been included in the Notice and cannot interpret how the Notice or Plan of Allocation may apply to a specific claim prior to processing.

Please read the Notice and Settlement Class definition carefully and decide whether or not you wish to submit a Proof of Claim. If you are still not certain of eligibility and want for us to determine eligibility, you will need to submit a Proof of Claim Form along with supporting documentation for your transactions.

Email is not an acceptable submission method and claims submitted via email will not be reviewed for eligibility. As indicated in the general instructions for the Proof of Claim and Release, you must submit your claim via the online form on this website or you can mail your completed and signed Proof of Claim and Release addressed as follows:

Talkspace Securities Settlement
Claims Administrator
c/o Gilardi & Co. LLC
P.O. Box 301171
Los Angeles, CA 90030-1171

If submitting via the online form, the link is found on the “File Claim” tab under the header “Submit Your Proof of Claim Online.”

Note that the online link may be disabled at any time after the filing deadline and you will only be able to submit via mail to the address above.

The Settlement provides that, in exchange for the release of the Released Claims (defined in the Notice) and dismissal of the Actions, Defendants have agreed to pay (or cause to be paid) $8,500,000 in cash to be distributed after taxes, tax expenses, notice and claims administration expenses, and approved fees and expenses, pro rata, to Class Members who send in a valid Proof of Claim form pursuant to the Court-approved Plan of Allocation. The Plan of Allocation is described in more detail at the end of the Notice.

Your share of the Net Settlement Fund will depend on several things, including the total value of Talkspace securities represented by the valid Proof of Claim forms that Class Members send in, compared to the value of your claim, all as calculated under the Plan of Allocation.

To be eligible to receive a payment from the Settlement, you must submit a Proof of Claim form. A Proof of Claim form is enclosed with the Notice or it may be downloaded on the File Claim tab at the top of the page. Read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail or submit it online so that it is postmarked or received no later than October 23, 2023. The Proof of Claim form may be submitted on this website. The link is found on the “File Claim” tab under the header “Submit Your Proof of Claim Online.”

The Court will hold a Settlement Hearing on October 30, 2023 at 10:00 a.m., to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals. It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them. It also takes time for all the Proofs of Claim to be processed. Please be patient.

The Court ordered that the law firms of Robbins Geller Rudman & Dowd LLP and Rolnick Kramer Sadighi LLP represent the Class Members, including you. These lawyers are called Lead Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense.

The Court will hold a Settlement Hearing at 10:00 a.m., on October 30, 2023, before Judge Paul G. Gardephe in Courtroom 705 of the Thurgood Marshall United States Courthouse, 40 Foley Square, New York, NY 10007. At the hearing, the Court will consider whether the Settlement and the Plan of Allocation are fair, reasonable, and adequate. If there are objections, the Court will consider them, even if you do not ask to speak at the hearing. The Court will listen to people who have asked to speak at the hearing. The Court may also decide how much to pay to Lead Counsel and Plaintiffs. After the Settlement Hearing, the Court will decide whether to approve the Settlement and the Plan of Allocation. We do not know how long these decisions will take. You should be aware that the Court may change the date and time of the Settlement Hearing without another notice being sent to Class Members. If you want to attend the hearing, you should check with Lead Counsel or this website beforehand to be sure that the date and/or time has not changed.

In addition, the possibility exists that the Court may decide to conduct the Settlement Hearing by video or telephonic conference, or otherwise allow Class Members to appear at the hearing by phone or video, without further written notice to the Class. In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members must or may participate by phone or video, it is important that you monitor the Court’s docket and this website, before making any plans to attend the Settlement Hearing. Any and all updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to this website. Also, if the Court requires or allows Class Members to participate in the Settlement Hearing by telephone or video, the access information will be posted to this website.

No. Lead Counsel will answer questions the Court may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Class Members do not need to appear at the hearing or take any other action to indicate their approval.

If you object to the Settlement, the Plan of Allocation, and/or the fee and expense application, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include with your objection (see question 16 above) a statement saying that it is your “Notice of Intention to Appear in the Talkspace Securities Settlement.” Persons who intend to object to the Settlement, the Plan of Allocation, and/or any attorneys’ fees and expenses to be awarded to Lead Counsel or Plaintiffs and desire to present evidence at the Settlement Hearing must include in their written objections the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Hearing. Your notice of intention to appear must be received no later than October 9, 2023, and addressed to the Clerk of the Court, Lead Counsel, and Defendants’ Counsel, at the addresses listed in question 16 in the Notice.

You cannot speak at the hearing if you exclude yourself from the Class.

If you do nothing, you will not receive any money from this Settlement. In addition, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants and their Related Parties about the Released Claims in this case.