Item 1. Security and Issuer.
This statement relates 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.
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, 29th 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, 29th 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.
| CUSIP No. 439104209 | 13D | Page 12 of 18 |
Item 3. Source and Amount of Funds or Other Consideration.
On May 11, 2017, in connection with the acquisition by the Issuer of Provant Health Solutions, LLC ("Provant"), as further described in the Issuer's Form 8-K filed on May 12, 2017, WH entered into a Securities Purchase Agreement among the Issuer, WH and certain other purchasers (the "Purchase Agreement"), pursuant to which WH acquired 2,187,500 shares (the "WH Purchased Shares") of Common Stock and certain warrants to acquire additional Common Stock at a purchase price of $0.80 per share. In addition, WH acquired 10,331,759 shares (the "WH Merger Shares" and, collectively with the WH Purchased Shares, the "WH Shares") as merger consideration in connection with the acquisition of Provant by the Issuer as further described in the Issuer's Form 8-K filed on March 8, 2017. As of the date of this filing, WH holds a total of 12,519,259 shares of the Issuer's Common Stock.
The working capital of WH was the source of the funds for the purchase of the Securities. No part of the purchase price of the Securities was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Securities.
Item 4. Purpose of Transaction.
WH acquired the Securities for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, WH and other Reporting Persons may dispose of or acquire additional shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:
| (a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
| (d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization or dividend policy of the Issuer; |
| (f) | Any other material change in the Issuer's business or corporate structure; |
| (g) | Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
| (h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (i) | A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
| (j) | Any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer.
WH is the record owner of the WH Shares. As the individual managers of WH, the Holdco Managers may also be deemed to own beneficially the WH Shares. CFF III appointed and may remove the Holdco Managers and must approve any disposition of the WH Shares. As such, CFF III may also be deemed to own beneficially the WH Shares. 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.
| CUSIP No. 439104209 | 13D | Page 13 of 18 |
Each Reporting Person disclaims beneficial ownership of the WH Shares 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 25,488,697 shares of Common Stock reported to be outstanding as of May 12, 2017 on the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 15, 2017.
| (b) | Regarding the number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets |
| (c) | 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. |
| (d) | 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 Shares beneficially owned by any of the Reporting Persons. |
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
On May 11, 2017, WH entered into a certain (i) Securities Purchase Agreement with the Issuer and certain other purchasers, and (ii) Voting and Standstill Agreement with the Issuer and certain other parties, each incorporated by reference herein.
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.
| CUSIP No. 439104209 | 13D | Page 14 of 18 |
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 22nd day of May, 2017.
WH-HH HOLDINGS, LLC
Stephen Marquardt
Manager
Frank R. Bazos
Manager
CENTURY FOCUSED FUND III, L.P.
| By: | CCP Focused III, L.P.
General Partner |
| By: | CCP Focused III, LLC
General Partner |
By: *
Davis R. Fulkerson
Manager
CCP FOCUSED III, L.P.
| By: | CCP Focused III, LLC
General Partner |
By: *
Davis R. Fulkerson
Manager
CCP FOCUSED III, LLC
By *
Davis R. Fulkerson
Manager
| CUSIP No. 439104209 | 13D | Page 15 of 18 |
Frank R. Bazos
Charles L. Kline
David C. Sherwood
*/s/ Davis R. Fulkerson
Davis R. Fulkerson
As attorney-in-fact
This 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.
| CUSIP No. 439104209 | 13D | Page 16 of 18 |
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 22nd day of May, 2017.
WH-HH HOLDINGS, LLC
Stephen Marquardt
Manager
Frank R. Bazos
Manager
CENTURY FOCUSED FUND III, L.P.
| By: | CCP Focused III, L.P.
General Partner |
| By: | CCP Focused III, LLC
General Partner |
By: *
Davis R. Fulkerson
Manager
CCP FOCUSED III, L.P.
| By: | CCP Focused III, LLC
General Partner |
By: *
Davis R. Fulkerson
Manager
CCP FOCUSED III, LLC
By: *
Davis R. Fulkerson
Manager
| CUSIP No. 439104209 | 13D | Page 17 of 18 |
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.
| CUSIP No. 439104209 | 13D | Page 18 of 18 |
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 17th day of May, 2017.
Davis R. Fulkerson
Frank R. Bazos
Charles L. Kline
David C. Sherwood
