SEC Form 3 · accession 0001707165-17-000001
HOOPER HOLMES INC · HPHW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Century Focused Fund III, L.P.
10% Owner
Davis R. Fulkerson
10% Owner
Charles L Kline
10% Owner
David C Sherwood
10% Owner
CCP Focused III, L.P.
10% Owner
CCP Focused III, LLC
10% Owner
WH-HH Holdings, LLC
10% Owner
WH-HH Blocker Inc.
10% Owner
Stephen Marquardt
10% Owner
Period of report
May 11, 2017
Accepted (ET)
May 22, 2017 · 6:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000741815
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 12,519,259 | I | 0 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (right to buy)F3 | $0.6134 | holding | — | — | — | May 11, 2018 | May 11, 2024 | Common Stock | 326,052 | — | I |
| Warrant (right to buy)F4 | $1.35 | holding | — | — | — | Nov 11, 2017 | May 11, 2021 | Common Stock | 1,093,750 | — | I |
Explanation of responses
- F1These 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").
- F2The 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.
- F3These 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.
- F4These 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.