SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Bazos Frank R (Last) (First) (Middle) C/O CENTURY EQUITY PARTNERS, LLC 100 FEDERAL STREET, 29TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/11/2017	3. Issuer Name and Ticker or Trading Symbol HOOPER HOLMES INC [ HPHW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,519,259	I	0(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	05/11/2018	05/11/2024	Common Stock	326,052	$0.6134	I	0(3)
Warrant (right to buy)	11/11/2017	05/11/2021	Common Stock	1,093,750	$1.35	I	0(4)

Explanation of Responses:

1. These shares are directly held by WH-HH Holdings, LLC ("Holdings"). The managers of Holdings are Frank Bazos ("Bazos")and Stepeh 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 CCF 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").

2. The 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.

3. These 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.

4. These 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 to the extent of their pecuniary interest therein, if any.

	Frank R. Bazos, by Davis R. Fulkerson, attorny-in-fact	05/22/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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