Talkspace, Inc.
A virtual therapy and psychiatry platform that connects users with licensed counselors through text, video, and audio sessions, serving employers, health plans, and individual subscribers. It was founded in 2012 by a husband-and-wife team who credited couples therapy with saving their own marriage and chose the name to evoke a safe space to talk. The company was acquired by Universal Health Services in 2026.
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pursuant to the Merger Agreement and shares with respect to which appraisal rights were properly exercised and not withdrawn under Delaware law) was automatically converted into the right to receive $5.25 in cash, without interest (the "Merger Consideration").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.
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.
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.
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.
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.
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. Braunstein, 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.
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. Braunstein, 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.
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. Braunstein, 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.
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. Braunstein, 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.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| QUMRA CAPITAL II, L.P. | 13D/AActivist | 0% | 0 | Aug 17, 2026 |
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. | ||||
| Qumra Capital GP II, L.P. | 13D/AActivist | 0% | 0 | Aug 17, 2026 |
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. | ||||
| Qumra Capital Israel I Ltd. | 13D/AActivist | 0% | 0 | Aug 17, 2026 |
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. | ||||
| Erez Shachar | 13D/AActivist | 0% | 0 | Aug 17, 2026 |
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. | ||||
| Boaz Dinte | 13D/AActivist | 0% | 0 | Aug 17, 2026 |
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. | ||||
| HEC Management GP LLC | 13D/AActivist | 0% | 0 | Aug 17, 2026 |
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. Braunstein, 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. | ||||
| Hudson Executive Capital LP | 13D/AActivist | 0% | 0 | Aug 17, 2026 |
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. Braunstein, 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. | ||||
| HEC Master Fund LP | 13D/AActivist | 0% | 0 | Aug 17, 2026 |
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. Braunstein, 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. | ||||
| Douglas L. Braunstein | 13D/AActivist | 0% | 0 | Aug 17, 2026 |
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. Braunstein, 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. | ||||
| BALYASNY ASSET MANAGEMENT L.P. | 13G/APassive | 4.09% | 6.86M | Aug 14, 2026 |