UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Talkspace, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87427V103
(CUSIP Number)
December 31, 2023
(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) |
| x | 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).
| CUSIP No. 87427V103 | ||||
| 1. | Names of Reporting Persons Norwest Venture Partners XIII, LP | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) (b) |
¨ x (1) | |||
| 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 0 | ||
| 6. | Shared Voting Power 14,702,972 shares (2) | |||
| 7. | Sole Dispositive Power 0 | |||
| 8. | Shared Dispositive Power 14,702,972 shares (2) | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 14,702,972 shares (2) | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||
| 11. | Percent of Class Represented by Amount in Row (9) 8.8% (3) | |||
| 12. | Type of Reporting Person (See Instructions) PN | |||
| (1) | This Schedule 13G is filed by Norwest Venture Partners XIII, LP (“NVP XIII”), Genesis VC Partners XIII, LLC (“Genesis XIII”), NVP Associates, LLC (“NVP Associates”), Jeffrey Crowe (“Crowe”), Promod Haque (“Haque”) and Jon E. Kossow (“Kossow” and, with NVP XIII, Genesis XIII, NVP Associates, Crowe and Haque, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. | |
| (2) | Consists of 14,702,972 shares of Common Stock held by Norwest Venture Partners XIII, LP. Genesis XIII is the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment authority over these shares. | |
| (3) | The percentage is based on 167,095,019 shares of Common Stock reported to be outstanding as of November 3, 2023 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2023. |
2
| CUSIP No. 87427V103 | ||||
| 1. | Names of Reporting Persons Genesis VC Partners XIII, LLC | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) (b) |
¨ x (1) | |||
| 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 0 | ||
| 6. | Shared Voting Power 14,702,972 shares (2) | |||
| 7. | Sole Dispositive Power 0 | |||
| 8. | Shared Dispositive Power 14,702,972 shares (2) | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 14,702,972 shares (2) | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||
| 11. | Percent of Class Represented by Amount in Row (9) 8.8% (3) | |||
| 12. | Type of Reporting Person (See Instructions) OO | |||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. | |
| (2) | Consists of 14,702,972 shares of Common Stock held by Norwest Venture Partners XIII, LP. Genesis XIII is the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment authority over these shares. | |
| (3) | The percentage is based on 167,095,019 shares of Common Stock reported to be outstanding as of November 3, 2023 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the SEC on November 7, 2023. |
3
| CUSIP No. 87427V103 | ||||
| 1. | Names of Reporting Persons NVP Associates, LLC | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) (b) |
¨ x (1) | |||
| 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 0 | ||
| 6. | Shared Voting Power 14,702,972 shares (2) | |||
| 7. | Sole Dispositive Power 0 | |||
| 8. | Shared Dispositive Power 14,702,972 shares (2) | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 14,702,972 shares (2) | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||
| 11. | Percent of Class Represented by Amount in Row (9) 8.8% (3) | |||
| 12. | Type of Reporting Person (See Instructions) OO | |||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. | |
| (2) | Consists of 14,702,972 shares of Common Stock held by Norwest Venture Partners XIII, LP. Genesis XIII is the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment authority over these shares. | |
| (3) | The percentage is based on 167,095,019 shares of Common Stock reported to be outstanding as of November 3, 2023 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the SEC on November 7, 2023. |
4
| CUSIP No. 87427V103 | ||||
| 1. | Names of Reporting Persons Jeffrey Crowe | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) (b) |
¨ x (1) | |||
| 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 38,509 shares | ||
| 6. | Shared Voting Power 14,702,972 shares (2) | |||
| 7. | Sole Dispositive Power 38,509 shares | |||
| 8. | Shared Dispositive Power 14,702,972 shares (2) | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 14,741,481 shares (2) | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||
| 11. | Percent of Class Represented by Amount in Row (9) 8.8% (3) | |||
| 12. | Type of Reporting Person (See Instructions) IN | |||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. | |
| (2) | Includes 14,702,972 shares of Common Stock held by Norwest Venture Partners XIII, LP. Genesis XIII is the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment authority over these shares. | |
| (3) | The percentage is based on 167,095,019 shares of Common Stock reported to be outstanding as of November 3, 2023 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the SEC on November 7, 2023. |
5
| CUSIP No. 87427V103 | ||||
| 1. | Names of Reporting Persons Promod Haque | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) (b) |
¨ x (1) | |||
| 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 0 | ||
| 6. | Shared Voting Power 14,702,972 shares (2) | |||
| 7. | Sole Dispositive Power 0 | |||
| 8. | Shared Dispositive Power 14,702,972 shares (2) | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 14,702,972 shares (2) | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ | |||
| 11. | Percent of Class Represented by Amount in Row (9) 8.8% (3) | |||
| 12. | Type of Reporting Person (See Instructions) IN | |||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. | |
| (2) | Consists of 14,702,972 shares of Common Stock held by Norwest Venture Partners XIII, LP. Genesis XIII is the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment authority over these shares. | |
| (3) | The percentage is based on 167,095,019 shares of Common Stock reported to be outstanding as of November 3, 2023 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the SEC on November 7, 2023. |
6
| CUSIP No. 87427V103 | ||||
| 1. | Names of Reporting Persons Jon E. Kossow | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) (b) |
¨ x (1) | |||
| 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 0 | ||
| 6. | Shared Voting Power 14,702,972 shares (2) | |||
| 7. | Sole Dispositive Power 0 | |||
| 8. | Shared Dispositive Power 14,702,972 shares (2) | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 14,702,972 shares (2) | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨ | |||
| 11. | Percent of Class Represented by Amount in Row (9) 8.8% (3) | |||
| 12. | Type of Reporting Person (See Instructions) IN | |||
| (1) | This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. | |
| (2) | Consists of 14,702,972 shares of Common Stock held by Norwest Venture Partners XIII, LP. Genesis XIII is the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment authority over these shares. | |
| (3) | The percentage is based on 167,095,019 shares of Common Stock reported to be outstanding as of November 3, 2023 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the SEC on November 7, 2023. |
7
| Item 1. | ||
| (a) |
Name of Issuer Talkspace, Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices 622 Third Avenue New York, NY 10017 | |
| Item 2. | ||
| (a) |
Name of Person Filing Norwest Venture Partners XIII, LP (“NVP XIII”) Genesis VC Partners XIII, LLC (“Genesis XIII”) NVP Associates, LLC (“NVP Associates”) Jeffrey Crowe (“Crowe”) Promod Haque (“Haque”) Jon E. Kossow (“Kossow”) | |
| (b) |
Address of Principal Business Office or, if none, Residence 1300 El Camino Real, Suite 200 Menlo Park, CA 94024 | |
| (c) |
Citizenship Entities: NVP XIII - Delaware Genesis XIII - Delaware NVP Associates - Delaware Individuals: Crowe - United States of America Haque - United States of America Kossow - United States of America | |
| (d) |
Title of Class of Securities Common Stock, $0.0001 par value per share | |
| (e) |
CUSIP Number 87427V103 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| Not applicable | ||
| Item 4. | Ownership | |
| The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2023: | ||
8
| Reporting Persons | Shares Held Directly | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (3) | |||||||||||||||||||||
| NVP XIII (1) | 14,702,972 | 0 | 14,702,972 | 0 | 14,702,972 | 14,702,972 | 8.8 | % | ||||||||||||||||||||
| Genesis XIII (1) | 0 | 0 | 14,702,972 | 0 | 14,702,972 | 14,702,972 | 8.8 | % | ||||||||||||||||||||
| NVP Associates (1) | 0 | 0 | 14,702,972 | 0 | 14,702,972 | 14,702,972 | 8.8 | % | ||||||||||||||||||||
| Crowe (2) | 38,509 | 38,509 | 14,702,972 | 38,509 | 14,702,972 | 14,741,481 | 8.8 | % | ||||||||||||||||||||
| Haque (1) | 0 | 0 | 14,702,972 | 0 | 14,702,972 | 14,702,972 | 8.8 | % | ||||||||||||||||||||
| Kossow (1) | 0 | 0 | 14,702,972 | 0 | 14,702,972 | 14,702,972 | 8.8 | % | ||||||||||||||||||||
| (1) | Consists of 14,702,972 shares of Common Stock held by Norwest Venture Partners XIII, LP. Genesis XIII is the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment authority over these shares. | |
| (2) | Includes 14,702,972 shares of Common Stock held by Norwest Venture Partners XIII, LP. Genesis XIII is the general partner of NVP XIII, NVP Associates is the managing member of Genesis XIII and Crowe, Haque and Kossow are Co-Chief Executive Officers of NVP Associates. Each of Genesis XIII, NVP Associates, Crowe, Haque and Kossow, may be deemed to share voting and investment authority over these shares. | |
| (3) | The percentage is based on 167,095,019 shares of Common Stock reported to be outstanding as of November 3, 2023 in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2023 as filed with the SEC on November 7, 2023. |
| 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 person has ceased to be the beneficial owner 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 |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
9
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.
Dated: February 14, 2024
Norwest Venture Partners XIII, LP
| By | Genesis VC Partners XIII, LLC | |
| Its | General Partner | |
| By | NVP Associates, LLC, | |
| Its: | Managing Member |
| By: | /s/ Matthew De Dominicis | |
| Name: Matthew De Dominicis | ||
| Title: Chief Financial Officer |
Genesis VC Partners XIII, LLC
| By | NVP Associates, LLC, | |
| Its: | Managing Member |
| By: | /s/ Matthew De Dominicis | |
| Name: Matthew De Dominicis | ||
| Title: Chief Financial Officer |
NVP Associates, LLC
| By: | /s/ Matthew De Dominicis | |
| Name: Matthew De Dominicis | ||
| Title: 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 |
| ATTENTION | ||
| Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
10
Exhibit(s):
| A | Joint Filing Agreement |
11
EXHIBIT A
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Talkspace, Inc. is filed on behalf of each of us.
Dated: February 14, 2024
| Norwest Venture Partners XIII, LP | ||
| By | Genesis VC Partners XIII, LLC | |
| Its | General Partner | |
| By | NVP Associates, LLC, | |
| Its: | Managing Member | |
| By: | /s/ Matthew De Dominicis | |
| Name: Matthew De Dominicis | ||
| Title: Chief Financial Officer | ||
| Genesis VC Partners XIII, LLC | ||
| By | NVP Associates, LLC, | |
| Its: | Managing Member | |
| By: | /s/ Matthew De Dominicis | |
| Name: Matthew De Dominicis | ||
| Title: Chief Financial Officer | ||
| NVP Associates, LLC | ||
| By: | /s/ Matthew De Dominicis | |
| Name: Matthew De Dominicis | ||
| Title: 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 | ||