Item 1.
Security and Issuer
.
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends and restates the Schedule 13D originally filed on May 22, 2017, relating to the common stock, $0.04 par value (the "Common Stock"), of Hooper Holmes, Inc. (the "Issuer") having its principal executive office at 560 N. Rogers Road, Olathe, Kansas 66062.
Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
Item 2.
Identity and Background
.
This statement is being filed by:
(a) WH-HH Holdings, LLC ("WH");
(b) Century Focused Fund III, L.P. ("CFF III"), CCP Focused III, L.P. ("CCP III"), which is the sole general partner of CFF III; and CCP Focused III, LLC ("CCP III LLC" and, together with CCP III, the "Control Entities"), which is the sole general partner of CCP III;
(c) Davis R. Fulkerson ("Fulkerson"), Frank R. Bazos ("Bazos"), Charles L. Kline ("Kline"), David C. Sherwood ("Sherwood") (together, the "Managers"), which Managers are the managers of CCP III LLC; and
(d) Stephen Marquardt ("Marquardt", and together with Bazos, the "Holdco Managers"). The Holdco Managers are the managers of WH.
The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
The address of the principal business office of WH, CFF III and each Control Entity is Century Equity Partners, 100 Federal Street, 29
th
Floor, Boston, MA 02110. The address of the principal business office of each of Fulkerson, Bazos, Kline, Sherwood, and Marquardt is Century Equity Partners, 100 Federal Street, 29
th
Floor, Boston, MA 02110.
The principal business of WH and CFF III is to invest in lower middle market financial services companies and related distribution and service businesses. The principal business of CCP III is to act as the sole general partner of CFF III. The principal business of CCP III LLC is to act as the sole general partner of CCP III. The principal business of each of the Managers is to manage the Control Entities, and a number of affiliated partnerships with similar businesses. The principal business of Marquardt is to manage WH, and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
WH and CCP III LLC are limited liability companies organized under the laws of the State of Delaware. CFF III and CCP III are limited partnerships organized under the laws of the State of Delaware. Each of the Managers and Holdco Managers is a United States citizen.
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CUSIP No. 439104209
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13D
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Page 12 of 17
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Item 3.
Source and Amount of Funds or Other Consideration
.
As September 11, 2017, certain warrants, purchased by WH on May 11, 2017 and further described in the Schedule 13D, to acquire 1,093,750 additional shares of Common Stock became exercisable within 60 days
1
. In addition, WH holds 12,519,259 shares of the Issuer's Common Stock. WH now holds a total of 12,519,259 shares of the Issuer's Common Stock (the "WH Shares") and warrants to purchase 1,093,750 shares of Common Stock exercisable within 60 days (the "Warrant Shares" and, together with the WH Shares, the "WH Securities").
The working capital of WH was the source of the funds for the purchase of the WH Securities. No part of the purchase price of the WH Securities was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the WH Securities.
Item 5.
Interest in Securities of the Issuer
.
WH is the record owner of the WH Securities. As the individual managers of WH, the Holdco Managers may also be deemed to own beneficially the WH Securities. CFF III appointed and may remove the Holdco Managers and must approve any disposition of the WH Securities. As such, CFF III may also be deemed to own beneficially the WH Securities. The general partner of CFF III is CCP III and the general partner of CCP III is CCP III LLC. The individual managers of CCP III LLC are the Managers and, as such, each of CCP III, CCP III LLC and the Managers exercises shared voting and investment power over the shares held of record by WH.
As of September 11, 2017, Bazos is the record owner of 68,600 shares of Common Stock (the "Bazos Shares"). As a result, Bazos may be deemed to beneficially own the Bazos Shares in addition to the WH Securities.
Each Reporting Person disclaims beneficial ownership of the WH Securities other than those shares which such person owns of record.
The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 27,862,248 shares of Common Stock, which includes (i) the 26,768,498 shares of Common Stock outstanding as of the date of this filing and (ii) the Warrant Shares.
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(b)
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Regarding the number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: See line 7 of cover sheets
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(ii)
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shared power to vote or to direct the vote: See line 8 of cover sheets
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(iii)
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sole power to dispose or to direct the disposition: See line 9 of cover sheets.
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(iv)
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shared power to dispose or to direct the disposition: See line 10 of cover sheets
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(c)
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Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, WH Securities beneficially owned by any of the Reporting Persons.
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Item 7.
Material to be Filed as Exhibits
.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
1
These warrants carry an exercise price of $1.35 per share, which exercise price, as of the date of this filing, is in excess of the current trading price of Common Stock (
i.e.
, such warrants are "out of the money").
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CUSIP No. 439104209
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13D
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Page 13 of 17
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
EXECUTED this 18
th
day of September, 2017.
WH-HH HOLDINGS, LLC
Stephen Marquardt
Manager
Frank R. Bazos
Manager
CENTURY FOCUSED FUND III, L.P.
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By:
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CCP Focused III, L.P.
General Partner
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By:
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CCP Focused III, LLC
General Partner
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By:
*
Davis R. Fulkerson
Manager
CCP FOCUSED III, L.P.
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By:
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CCP Focused III, LLC
General Partner
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By:
*
Davis R. Fulkerson
Manager
CCP FOCUSED III, LLC
By
*
Davis R. Fulkerson
Manager
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CUSIP No. 439104209
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13D
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Page 14 of 17
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Frank R. Bazos
Charles L. Kline
David C. Sherwood
*/s/ Davis R. Fulkerson
Davis R. Fulkerson
As attorney-in-fact
This Amendment No. 1 to Schedule 13D was executed by Davis R. Fulkerson on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
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CUSIP No. 439104209
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13D
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Page 15 of 17
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Hooper Holmes, Inc.
EXECUTED this 18
th
day of September, 2017.
WH-HH HOLDINGS, LLC
Stephen Marquardt
Manager
Frank R. Bazos
Manager
CENTURY FOCUSED FUND III, L.P.
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By:
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CCP Focused III, L.P.
General Partner
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By:
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CCP Focused III, LLC
General Partner
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By:
*
Davis R. Fulkerson
Manager
CCP FOCUSED III, L.P.
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By:
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CCP Focused III, LLC
General Partner
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By:
*
Davis R. Fulkerson
Manager
CCP FOCUSED III, LLC
By:
*
Davis R. Fulkerson
Manager
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CUSIP No. 439104209
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13D
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Page 16 of 17
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Frank R. Bazos
Charles L. Kline
David C. Sherwood
*/s/ Davis R. Fulkerson
Davis R. Fulkerson
As attorney-in-fact
This Agreement relating to Schedule 13D was executed by Davis R. Fulkerson on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
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CUSIP No. 439104209
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13D
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Page 17 of 17
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EXHIBIT 2
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Davis R. Fulkerson with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact's discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.
Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 17
th
day of May, 2017.
Davis R. Fulkerson
Frank R. Bazos
Charles L. Kline
David C. Sherwood