FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

Bazos Frank R
2. Issuer Name and Ticker or Trading Symbol

HOOPER HOLMES INC [ HPHW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CENTURY EQUITY PARTNERS, LLC, 100 FEDERAL STREET, 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

9/1/2017
(Street)

BOSTON, MA 02110
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   (1) 9/1/2017     A    64000   (2) A $0   68600   D    
Common Stock                  12519259   I   By holding company   (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Award of stock pursuant to the Hooper Holmes, Inc. 2011 Omnibus Incentive Plan, as amended and restated.
(2)  These shares were awarded as the equity component of annual non-employee director compensation for 2017, representing approximately $40,000 worth of equity. Continuing a policy in place since 2014, non-employee directors of the Company receive approximately one-half of their annual board fees in equity and one-half in cash.
(3)  The general partner of CCP GP is CCP Focused III, LLC ("CCP GP LLC"). The individual managers of CCP GP LLC are Bazos, Davis R. Fulkerson ("Fulkerson"), Chrles 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. The Reporting Person disclaims beneficial ownership of the shares except to the extend of his pecuniary interest therein, if any.
(4)  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").

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


Signatures
Frank Bazos, by Davis R. Fulkerson, attorny-in-fact 9/6/2017
** 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 4(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).
Note: 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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