Initial Statement of Beneficial Ownership (3)
May 22 2017 - 7:05PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Bazos Frank R
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2. Date of Event Requiring Statement (MM/DD/YYYY)
5/11/2017
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3. Issuer Name
and
Ticker or Trading Symbol
HOOPER HOLMES INC [HPHW]
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(Last)
(First)
(Middle)
C/O CENTURY EQUITY PARTNERS, LLC, 100 FEDERAL STREET, 29TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
BOSTON, MA 02110
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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12519259
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I
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0
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant (right to buy)
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5/11/2018
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5/11/2024
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Common Stock
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326052
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$0.6134
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I
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0
(3)
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Warrant (right to buy)
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11/11/2017
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5/11/2021
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Common Stock
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1093750
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$1.35
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I
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0
(4)
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Explanation of Responses:
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(1)
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These shares are directly held by WH-HH Holdings, LLC ("Holdings"). The managers of Holdings are Frank Bazos ("Bazos")and Stepeh Marquardt ("Marquardt" and, together with Bazos, the "Holdco Managers"), each of whom were appointed and may be removed by Century Focused Fund III, L.P.("CFF III"). Any disposition of the shares directly held by Holdings must be approved by CCF III in addition to the Managers. The general partner of CFF III is CCP Focused III, L.P. ("CCP GP"). The general partner of CCP GP is CCP Focused III, LLC ("CCP GP LLC").
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(2)
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The individual managers of CCP GP LLC are Bazos, Davis R. Fulkerson ("Fulkerson"), Charles L. Kline ("Kline") and David C. Sherwood ("Sherwood" and collectively with Bazos, Fulkerson and Kline, the "CCP Managers") and, as such, each of the Holdco Managers, CFF III, CCP GP, CCP GP LLC, and the CCP Managers exercises shared voting and investment power over the shares held of record by Holdings. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.
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(3)
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These warrants are directly held by WH-HH Blocker, Inc. ("Blocker"). The directors of Blocker are Bazos and Marquardt (collectively, the "Blocker Directors"), each of whom were appointed and may be removed by CFF III as the sole shareholder of Blocker. Each of the Blocker Directors, CFF III, CCP GP, CCP GP LLC, and the CCP Managers exercises shared voting and investment power over the warrants held of record by Blocker. Each of the Reporting Persons disclaims beneficial ownership of the warrants except to the extent of their pecuniary interest therein, if any.
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(4)
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These warrants are directly held by Holdings. Each of the Holdco Managers, CFF III, CCP GP, CCP GP LLC, and the CCP Managers exercises shared voting and investment power over the warrants held of record by Holdings. Each of the Reporting Persons disclaims beneficial ownership of the warrants to the extent of their pecuniary interest therein, if any.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Bazos Frank R
C/O CENTURY EQUITY PARTNERS, LLC
100 FEDERAL STREET, 29TH FLOOR
BOSTON, MA 02110
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X
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X
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Signatures
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Frank R. Bazos, by Davis R. Fulkerson, attorny-in-fact
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5/22/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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