-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AR2tPe0GIhPGKsfrG06XZUuQqNdIldYedBLsv5C9T4j+pKWjab3mvqQAiR3xr2/h +c1h0JA48pBjCm5EYQVa7w== 0001001746-05-000057.txt : 20051206 0001001746-05-000057.hdr.sgml : 20051206 20051206101659 ACCESSION NUMBER: 0001001746-05-000057 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051206 DATE AS OF CHANGE: 20051206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCNAMEE JAMES M CENTRAL INDEX KEY: 0001239075 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: PO BOX 520 CITY: NEW VERNON STATE: NJ ZIP: 07976 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41442 FILM NUMBER: 051246015 BUSINESS ADDRESS: STREET 1: 170 MT AIRY RD 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 SC 13G/A 1 g13amd5.txt AMENDMENT NO. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Hooper Holmes, Inc. ___________________________________________________________________________ (Name of Issuer) Common stock, $.04 par value ___________________________________________________________________________ (Title of Class of Securities) 439104100 ________________________________________ (CUSIP Number) December 1, 2005 ___________________________________________________________________________ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: __ Rule 13d-1 (b) __ Rule 13d-1 (c) X __ Rule 13d-1(d) * 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 disclosures 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). CUSIP NO. 439104100 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) James M. McNamee 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) _____ (b) _____ 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power 1,800,000 Number of 6. Shared Voting Power Shares Beneficially 1,355,613 Owned by Each 7. Sole Dispositive Power Reporting Person 1,800,000 With 8. Shared Dispositive Power 1,355,613 9. Aggregate Amount Beneficially Owned by Each Reporting Person 3,155,613 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ________ 11. Percent of Class Represented by Amount in Row (9) 4.6% 12. Type of Reporting Person (See Instructions) IN ITEM 1.(a) Name of Issuer: The issuer of the securities with respect to which this amended statement on Schedule 13G (the "Statement") is being filed is Hooper Holmes, Inc., a New York corporation (the "Issuer"). (b) Address of Issuer's Principal Executive Offices: 170 Mt. Airy Road Basking Ridge, New Jersey 07920 ITEM 2.(a) Name of Person Filing: James M. McNamee (b) Address of Principal Business Office, or if None, Residence: c/o Dillon, Bitar & Luther, L.L.C. 53 Maple Avenue Morristown, NJ 07960 (c) Citizenship: United States (d) Title of Class of Securities: Common stock, par value $0.04 (e) CUSIP Number: 439104100 ITEM 3. If this statement is filed pursuant to ss240.13d-1(b), or 240.13d- 2(b) or (c), check whether the person filing is a: (a) __ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). (b) __ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) __ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) __ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) __ An investment adviser in accordance with ss240.13d-1(b)(1)(ii)(E). (f) __ An employee benefit plan or endowment fund in accordance with ss240.13d-1(b)(1)(ii)(F). (g) __ A parent holding company or control person in accordance with ss240.13d-1(b)(1)(ii)(G). (h) __ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) __ A church plan that is excluded from the definition of an investment company under Section 3(e)(14) of the Investment Company Act (15 U.S.C. 80a-3). (j) __ Group, in accordance with ss240.13d-1(b)(1)(ii)(J). ITEM 4. Ownership. (a) Amount beneficially owned: 3,155,613(1) (b) Percent of class: 4.6%(2) (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 1,800,000 (ii) Shared power to vote or to direct the vote: 1,355,613 (iii) Sole power to dispose or to direct the disposition of: 1,800,000 (iv) Shared power to dispose or to direct the disposition of: 1,355,613 (1) This information is as of December 1, 2005, and includes 1,280,733 shares of common stock held by Mr. McNamee and his spouse Patricia as joint tenants, 74,880 shares held by Mr. McNamee's spouse Patricia, and 1,800,000 shares underlying options that were then currently exercisable or which, as of that date, would have become exercisable within 60 days of that date. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934 (the "Act"), Mr. McNamee disclaims beneficial ownership of the 74,880 shares held solely by his spouse, Patricia, and the filing of this statement shall not be construed as an admission that Mr. McNamee is, for the purposes of section 13(d) or 13(g) of the Act, the beneficial owner of such securities. (2) Based upon 65,880,929 shares of common stock outstanding as of December 1, 2005, plus 1,800,000 shares underlying options held by Mr. McNamee that were then currently exercisable or which would have become exercisable within 60 days of that date. ITEM 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: X __ ITEM 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. ITEM 8. Identification and Classification of Members of the Group. Not applicable. ITEM 9. Notice of Dissolution of Group. Not applicable. ITEM 10. Certification. Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: December 1, 2005 JAMES M. MCNAMEE ________________________ James M. McNamee ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----