UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Talkspace, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87427V103
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 13G |
| CUSIP NO. 87427V103 |
| 1) |
NAME OF REPORTING PERSON
Norwest Venture Partners XIII, LP | |||||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
14,702,972 | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
14,702,972 | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| 9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,702,972 | |||||
| 10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
| 11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.65% | |||||
| 12) | TYPE OF REPORTING PERSON
PN | |||||
2
| 13G |
| CUSIP NO. 87427V103 |
| 1) |
NAME OF REPORTING PERSON
Genesis VC Partners XIII, LLC | |||||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
14,702,972 | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
14,702,972 | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| 9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,702,972 | |||||
| 10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
| 11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.65% | |||||
| 12) | TYPE OF REPORTING PERSON
PN | |||||
3
| 13G |
| CUSIP NO. 87427V103 |
| 1) |
NAME OF REPORTING PERSON
NVP Associates, LLC | |||||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
14,702,972 | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
14,702,972 | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| 9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,702,972 | |||||
| 10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
| 11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.65% | |||||
| 12) | TYPE OF REPORTING PERSON
PN | |||||
4
| 13G |
| CUSIP NO. 87427V103 |
| 1) |
NAME OF REPORTING PERSON
Promod Haque | |||||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
14,702,972 | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
14,702,972 | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| 9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,702,972 | |||||
| 10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
| 11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.65% | |||||
| 12) | TYPE OF REPORTING PERSON
IN | |||||
5
| 13G |
| CUSIP NO. 87427V103 |
| 1) |
NAME OF REPORTING PERSON
Jeffrey Crowe | |||||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
14,702,972 | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
14,702,972 | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| 9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,702,972 | |||||
| 10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
| 11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.65% | |||||
| 12) | TYPE OF REPORTING PERSON
IN | |||||
6
| 13G |
| CUSIP NO. 87427V103 |
| 1) |
NAME OF REPORTING PERSON
Jon E. Kossow | |||||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3) | SEC USE ONLY
| |||||
| 4) | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
14,702,972 | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
14,702,972 | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| 9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,702,972 | |||||
| 10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| |||||
| 11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.65% | |||||
| 12) | TYPE OF REPORTING PERSON
IN | |||||
7
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| Item 1(a) | Name of Issuer: |
Talkspace, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
570 Lexington Ave.,
Floor 35
New York, NY 10022-6867
| Item 2(a) | Name of Person Filing: |
| 1. | Norwest Venture Partners XIII, LP |
| 2. | Genesis VC Partners XIII, LLC |
| 3. | NVP Associates, LLC |
| 4. | Promod Haque |
| 5. | Jeffrey Crowe |
| 6. | Jon E. Kossow |
| Item 2(b) | Address of Principal Business Office or, if None, Residence: |
| 1. | Norwest Venture Partners XIII, LP |
525 University Ave, Suite 800
Palo Alto, CA 94301
| 2. | Genesis VC Partners XIII, LLC |
525 University Ave, Suite 800
Palo Alto, CA 94301
| 3. | NVP Associates, LLC |
525 University Ave, Suite 800
Palo Alto, CA 94301
| 4. | Promod Haque |
525 University Ave, Suite 800
Palo Alto, CA 94301
| 5. | Jeffrey Crowe |
525 University Ave, Suite 800
Palo Alto, CA 94301
| 6. | Jon E. Kossow |
525 University Ave, Suite 800
Palo Alto, CA 94301
This statement is filed by Norwest Venture Partners XIII, LP on behalf of all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Venture Partners XIII, LP is a Delaware limited partnership, whose general partner is Genesis VC Partners XIII, LLC. NVP Associates, LLC is the managing member of Genesis VC Partners XIII, LLC. Promod Haque, Jeffrey Crowe and Jon E. Kossow are co-Chief Executive Officers of NVP Associates, LLC.
8
| Item 2(c) | Citizenship: |
| 1. | Norwest Venture Partners XIII, LP: Delaware |
| 2. | Genesis VC Partners XIII, LLC: Delaware |
| 3. | NVP Associates, LLC: Delaware |
| 4. | Promod Haque: United States of America |
| 5. | Jeffrey Crowe: United States of America |
| 6. | Jon E. Kossow: United States of America |
| Item 2(d) | Title of Class of Securities: |
Common Stock
| Item 2(e) | CUSIP Number: |
87427V103
| Item 3 | Not Applicable |
| Item 4 | Ownership: |
(1) Norwest Venture Partners XIII, LP (“NVP XIII”): At December 31, 2021, NVP XIII owned of record 14,702,972 shares of Issuer’s common stock (“Common Stock”). This amount represents 9.65% of the total shares of Common Stock outstanding at this date.
(2) Genesis VC Partners XIII, LLC (“Genesis XIII”): At December 31, 2021, Genesis XIII may be deemed to have beneficially owned, by virtue of its status as general partner of NVP XIII, 14,702,972 shares of Common Stock. This amount represents 9.65% of the total shares of Common Stock outstanding at this date.
(3) NVP Associates, LLC (“NVP Associates”): At December 31, 2021, NVP Associates may be deemed to have beneficially owned 14,702,972 shares of Common Stock by virtue of its status as managing member of Genesis XIII, the general partner of NVP XIII, the record owner of such shares. This amount represents 9.65% of the total shares of Common Stock outstanding at this date.
(4) Promod Haque: At December 31, 2021, Promod Haque may be deemed to have beneficially owned 14,702,972 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XIII, which is the general partner of NVP XIII, the record owner of such shares. This amount represents 9.65% of the total shares of Common Stock outstanding at this date.
(5) Jeffrey Crowe: At December 31, 2021, Jeffrey Crowe may be deemed to have beneficially owned 14,702,972 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XIII, which is the general partner of NVP XIII, the record owner of such shares. This amount represents 9.65% of the total shares of Common Stock outstanding at this date.
9
(6) Jon E. Kossow: At December 31, 2021, Jon E. Kossow may be deemed to have beneficially owned 14,702,972 shares of Common Stock by virtue of his status as co-Chief Executive Officer of NVP Associates, the managing member of Genesis XIII, which is the general partner of NVP
XIII, the record owner of such shares. This amount represents 9.65% of the total shares of Common Stock outstanding at this date.
| Item 5 | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be beneficial owners of more than five percent of the class of securities, check the following [ ].
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not Applicable
| Item 8 | Identification and Classification of Members of the Group: |
Not Applicable
| Item 9 | Notice of Dissolution of Group: |
Not Applicable
| Item 10 | Certification: |
Not applicable
10
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
| Date: February 9, 2022 |
| NORWEST VENTURE PARTNERS XIII, LP |
| By Genesis VC Partners XIII, LLC, as general partner |
| By NVP Associates, LLC, as managing member |
| By: |
/s/ Matthew De Dominicis | |
| Matthew De Dominicis, Chief Financial Officer | ||
11
AGREEMENT
The undersigned hereby agree that this Schedule 13G to which this Agreement is attached shall be filed by Norwest Venture Partners XIII, LP on its own behalf and on behalf of (a) Genesis VC Partners XIII, LLC, a Delaware limited liability company, (b) NVP Associates, LLC, a Delaware limited liability company, (c) Promod Haque, (d) Jeffrey Crowe and (e) Jon E. Kossow.
| Dated: February 9, 2022 |
| Norwest Venture Partners XIII, LP |
| By Genesis VC Partners XIII, LLC, as general partner |
| By NVP Associates, LLC, as managing member |
| By: | /s/ Matthew De Dominicis | |
| Matthew De Dominicis, Chief Financial Officer | ||
| Genesis VC Partners XIII, LLC | ||
| By NVP Associates, LLC, as managing member | ||
| By: | /s/ Matthew De Dominicis | |
| Matthew De Dominicis, Chief Financial Officer | ||
| NVP Associates, LLC | ||
| By: | /s/ Matthew De Dominicis | |
| Matthew De Dominicis, Chief Financial Officer | ||
| /s/ Matthew De Dominicis |
| Matthew De Dominicis, as Attorney-in-fact for Promod Haque |
| /s/ Matthew De Dominicis |
| Matthew De Dominicis, as Attorney-in-fact for Jeffrey Crowe |
| /s/ Matthew De Dominicis |
| Matthew De Dominicis, as Attorney-in-fact for Jon E. Kossow |
12