0001447387-13-000087.txt : 20131213 0001447387-13-000087.hdr.sgml : 20131213 20131213164012 ACCESSION NUMBER: 0001447387-13-000087 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131213 DATE AS OF CHANGE: 20131213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOOPER HOLMES INC CENTRAL INDEX KEY: 0000741815 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 221659359 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41442 FILM NUMBER: 131276592 BUSINESS ADDRESS: STREET 1: 170 MT AIRY ROAD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 BUSINESS PHONE: 9087665000 MAIL ADDRESS: STREET 1: 170 MT AIRY ROAD CITY: BASKING RIDGE STATE: NJ ZIP: 07920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CANNELL J CARLO CENTRAL INDEX KEY: 0001287649 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1315 S. HWY 89, SUITE 203 STREET 2: P.O. BOX 3459 CITY: JACKSON STATE: WY ZIP: 83001 SC 13D/A 1 HH12111313d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Hooper Holmes, Inc. (Name of Issuer) Common Stock, $0.04 par value (Title of Class Securities) 439104100 (CUSIP Number) J. Carlo Cannell Cannell Capital LLC P.O. Box 3459, 310 East Pearl Street Unit A., Jackson, WY 83001 (307) 733-2284 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 11, 2013 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box []. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) CUSIP No. 439104100 13D 1. NAME OF REPORTING PERSONS J. Carlo Cannell 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC/OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 10,681,538* 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 10,681,538* 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,681,538* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.24%* 14. TYPE OF REPORTING PERSON* HC 1. NAME OF REPORTING PERSONS Cannell Capital LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC/OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 10,681,538* 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 10,681,538* 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,681,538* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.24%* 14. TYPE OF REPORTING PERSON* IA * Based on information set forth on the Form 10-Q of Hooper Holmes, Inc., Inc. (the "Issuer") as filed with the Securities and Exchange Commission on November 18, 2013, as of October 31, 2013 there were 70,082,737 outstanding shares of the Issuer's common stock with $0.04 par value (the "Common Shares"). As of December 11, 2013 (the "Reporting Date"), the Tristan Partners, L.P. ("Tristan"), the Tristan Offshore Fund Ltd. ("Tristan Offshore"), and sundry separately managed accounts, over which J. Carlo Cannell has investment discretion (("Cannell SMAs") and collectively with Tristan and Tristan Offshore, the "Investment Vehicles"), held in the aggregate 10,681,538 shares. Cannell Capital LLC acts as the investment adviser to Tristan, Tristan Offshore, and the Cannell SMAs and Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, the Reporting Person may be deemed to beneficially own 10,681,538 shares, or approximately 15.24% of the Shares deemed issued and outstanding as of the Reporting Date. This Amendment No. 1 is being filed to amend Item 3, Item 4, Item 5 of the Schedule 13D as follows: Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Schedule 13D is amended and restated to read as follows: The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows: Tristan Partners, L.P.: $3,603,252 Tristan Offshore Fund, Ltd.: $1,507,561 Cannell Separately Managed Accounts: $840,111 The Investment Vehicles have invested an aggregate amount of approximately $5,950,924 in the Shares. Item 4. Purpose of Transaction Item 4 of the Schedule 13D is amended by adding the following: Since the October 9, 2013 Schedule 13D filing, the Reporting Person reports that the the Investment Vehicles' combined holdings of the Common Shares of the Issuer have increased by 1% of the total outstanding shares. Item 5. Interest in Securities of the Issuer Item 5 of the Schedule 13D is amended and restated to read as follows: Based on information set forth on the Form 10-Q of Hooper Holmes, Inc., Inc. (the "Issuer") as filed with the Securities and Exchange Commission on November 18, 2013, as of October 31, 2013 there were 70,082,737 outstanding shares of the Issuer's common stock with $0.04 par value (the "Common Shares"). (a) As of December 11, 2013 (the "Reporting Date"), the Reporting Person owned 10,681,538 shares, or approximately 15.24% of the shares deemed issued and outstanding as of the Reporting Date. (b) The number of shares as to which each Reporting Person has: i. Sole power to vote or to direct the vote: 10,681,538 shares, or approximately 15.24% of the shares ii. Shared power to vote or to direct the vote: 0 shares iii. Sole power to dispose or to direct the disposition of: 10,681,538 shares, or approximately 15.24% of the shares iv. Shared power to dispose or to direct the disposition of: 0 shares (c) The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by the Reporting Person (each of which was effected in an ordinary brokerage transaction by Reporting Person). PURCHASES Date Entity Quantity Price per Share 11/18/2013 Tristan 14,450 $0.4509 11/18/2013 Tristan Offshore 34,519 $0.4509 11/19/2013 Tristan 7,836 $0.4603 11/19/2013 Tristan Offshore 18,720 $0.4603 11/20/2013 Tristan 6,108 $0.4556 11/20/2013 Tristan Offshore 14,592 $0.4556 11/21/2013 Tristan 295 $0.4692 11/21/2013 Tristan Offshore 705 $0.4692 11/26/2013 Tristan 22,915 $0.5457 11/26/2013 Tristan Offshore 35,985 $0.5457 11/27/2013 Tristan 26,416 $0.5300 11/27/2013 Tristan Offshore 41,484 $0.5300 11/29/2013 Tristan 68,793 $0.5485 11/29/2013 Tristan Offshore 108,031 $0.5485 12/02/2013 Tristan 10,485 $0.5305 12/02/2013 Tristan Offshore 16,466 $0.5305 12/04/2013 Tristan 77 $0.5100 12/04/2013 Tristan Offshore 123 $0.5100 12/05/2013 Tristan 58,358 $0.5000 12/05/2013 Tristan Offshore 91,642 $0.5000 12/06/2013 Tristan 4,540 $0.4700 12/06/2013 Tristan Offshore 9,096 $0.4700 12/09/2013 Tristan 31,080 $0.5100 12/09/2013 Tristan Offshore 62,253 $0.5100 12/11/2013 Tristan 16,584 $0.5100 12/11/2013 Tristan Offshore 33,219 $0.5100 (d) Not applicable. (e) Not applicable. Dated: December 11, 2013 J. Carlo Cannell By: /s/ J. Carlo Cannell Annex A MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons (the "Covered Persons") of the Reporting Person and the Investment Vehicles indicated below: J. Carlo Cannell Name: J. Carlo Cannell Title or Relationship with Reporting Person: Self Principal Occupation or Employment: Investment Management Citizenship or Jurisdiction of Organization: Wyoming, United States Principal Place of Business: (1) Cannell Capital LLC Name: J. Carlo Cannell Title or Relationship with Reporting Person: Managing Member Principal Occupation or Employment: Investment Management Citizenship or Jurisdiction of Organization: Wyoming, United States Principal Place of Business: (1) Tristan Partners, L.P. Name: Cannell Capital LLC Title or Relationship with Reporting Person: Investment Adviser and General Partner Principal Occupation or Employment: Investment Management Citizenship or Jurisdiction of Organization: Delaware, United States Principal Place of Business: (1) Tristan Offshore Fund, Ltd. Name: Cannell Capital LLC Title or Relationship with Reporting Person: Investment Adviser Principal Occupation or Employment: Investment Management Citizenship or Jurisdiction of Organization: Cayman Islands Principal Place of Business: (2) (1) The address of the principal place of business of J. Carlo Cannell, and Tristan Partners, L.P., is P.O. Box 3459, 310 East Pearl Street Unit A., Jackson, WY 83001, United States. (2) The address of the principal place of business of the Tristan Offshore Fund, Ltd. is One Capital Place, 3rd Floor, GT Grand Cayman, KY1-11003, Cayman Islands. Annex B Agreement Regarding the Joint Filing of Schedule 13D The undersigned hereby agree as follows: 1) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them; and 2) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. 12/13/2013 ____________________________ Date /s/ J. Carlo Cannell ____________________________ Signature J. Carlo Cannell ____________________________ Name/Title CANNELL CAPITAL LLC /s/ J. Carlo Cannell ____________________________ Signature J. Carlo Cannell, Managing Member ____________________________ Name/Title