FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

WH-HH Holdings, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/11/2017 

3. Issuer Name and Ticker or Trading Symbol

HOOPER HOLMES INC [HPHW]

(Last)        (First)        (Middle)

C/O CENTURY EQUITY PARTNERS, LLC, 100 FEDERAL STREET, 29TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

BOSTON, MA 02110       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   12519259   I   0   (1) (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy)   5/11/2018   5/11/2024   Common Stock   326052   $0.6134   I   0   (3)
Warrant (right to buy)   11/11/2017   5/11/2021   Common Stock   1093750   $1.35   I   0   (4)

Explanation of Responses:
(1)  These shares are directly held by WH-HH Holdings, LLC ("Holdings"). The managers of Holdings are Frank Bazos ("Bazos") and Stephen 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 CFF 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").
(2)  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.
(3)  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.
(4)  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 except to the extent of their pecuniary interest therein, if any.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WH-HH Holdings, LLC
C/O CENTURY EQUITY PARTNERS, LLC
100 FEDERAL STREET, 29TH FLOOR
BOSTON, MA 02110
X

Fulkerson Davis R.
C/O CENTURY EQUITY PARTNERS, LLC
100 FEDERAL STREET, 29TH FLOOR
BOSTON, MA 02110
X

Kline Charles L
C/O CENTURY EQUITY PARTNERS, LLC
100 FEDERAL STREET, 29TH FLOOR
BOSTON, MA 02110
X

Sherwood David C
C/O CENTURY EQUITY PARTNERS, LLC
100 FEDERAL STREET, 29TH FLOOR
BOSTON, MA 02110
X

Century Focused Fund III, L.P.
100 FEDERAL ST.
29TH FLOOR
BOSTON, MA 02110
X

CCP Focused III, L.P.
C/O CENTURY EQUITY PARTNERS, LLC
100 FEDERAL STREET, 29TH FLOOR
BOSTON, MA 02110
X

CCP Focused III, LLC
C/O CENTURY EQUITY PARTNERS, LLC
100 FEDERAL STREET, 29TH FLOOR
BOSTON, MA 02110
X

WH-HH Blocker Inc.
C/O CENTURY EQUITY PARTNERS, LLC
100 FEDERAL STREET, 29TH FLOOR
BOSTON, MA 02110
X

Marquardt Stephen
C/O CENTURY EQUITY PARTNERS, LLC
100 FEDERAL STREET, 29TH FLOOR
BOSTON, MA 02110
X


Signatures
WH-HH Holdings, LLC, by Davis R. Fulkerson, authorized signatory 5/22/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** 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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