13G Filing: Brio Capital Master Fund Ltd. and Hooper Holmes Inc

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549

 

SCHEDULE
13G

 

UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

	Hooper Holmes, Inc.
	(Name of Issuer)
	COMMON STOCK, PAR VALUE $0.04
	(Title of Class of Securities)
	439104209
	(CUSIP Number)
	March 20, 2017
	(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)

☐   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 disclosures provided in a prior cover page.

 

The
information required on 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.   439104209
1.		Names of Reporting Persons   Brio Capital Master Fund Ltd.
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   Cayman Islands

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power 757,279 shares of common stock(1)(2)
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power 757,279 shares of common stock(1)(2)
	8.	Shared Dispositive Power   0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person   757,279 shares of common stock(1)(2)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares            ☐ (See Instructions)
11.		Percent of Class Represented by Amount in Row (9)   6.2%(3)
12.		Type of Reporting Person (See Instructions)   CO

   

(1)

Brio Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion over securities held by Brio Capital Master Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd.

(2)	Excludes shares issuable upon exercise of warrants held by Brio Capital Master Fund Ltd. which are subject to a 4.99% blocker.

(3)	Percentage calculation is based on 12,161,349 shares of common stock outstanding as of March 20, 2017.

 

 

CUSIP No.   439104209
1.		Names of Reporting Persons   Brio Capital Management LLC
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   Delaware, United States

Number of Shares Beneficially Owned By Each Reporting Person With:	5.	Sole Voting Power 757,279 shares of common stock(4)(5)
	6.	Shared Voting Power   0
	7.	Sole Dispositive Power 757,279 shares of common stock(4)(5)
	8.	Shared Dispositive Power   0

9.		Aggregate Amount Beneficially Owned by Each Reporting Person   757,279 shares of common stock(4)(5)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares            ☐ (See Instructions)
11.		Percent of Class Represented by Amount in Row (9)   6.2%(6)
12.		Type of Reporting Person (See Instructions)   CO

(4)

The shares reported above are held by Brio Capital Master Fund Ltd. Brio Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion over securities held by Brio Capital Master Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd. Brio Capital Management LLC and Shaye Hirsch disclaim beneficial ownership over the shares held by Brio Capital Master Fund Ltd., except to the extent of any pecuniary interest therein.

(5)	Excludes shares issuable upon exercise of warrants held by Brio Capital Master Fund Ltd. which are subject to a 4.99% blocker.

(6)	Percentage calculation is based on 12,161,349 shares of common stock outstanding as of March 20, 2017.

 

Item 1(a).	Name of Issuer
	Hooper Holmes, Inc. (the “Issuer”)
Item 1(b).	Address of the Issuer’s Principal Executive Offices
	560 North Rogers Road Olathe, KS 66062
Item 2(a).	Names of Persons Filing

This
Schedule 13G is filed jointly by:

 

Brio
Capital Master Fund Ltd.

Brio
Capital Management LLC

 

The foregoing
persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Information with respect to
each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy
or completeness of the information furnished by another Reporting Person.

 

Each
Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner
of any securities covered by this statement. 

 

Item 2(b).	Address of the Principal Business Office, or if none, Residence:
	c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401 W. Rockville Center, NY 11570
Item 2(c).	Citizenship

 

Brio Capital Master Fund Ltd. – Cayman Islands Brio Capital Management LLC – United States

 

Item 2(d).	Title of Class of Securities
	Common Stock, $0.04 par value per share.
Item 2(e).	CUSIP Number
	439104209
Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

  

	☐	(a) Broker or Dealer registered under Section 15 of the Exchange Act.
	☐	(b) Bank as defined in Section 3(a)(b) or the Exchange Act.
	☐	(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	☐	(d) Investment company registered under Section 8 of the Investment Company Act.

 

	☐	(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
	☐	(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
	☐	(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
	☐	(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	☐	(i) A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
	☐	(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
		Not applicable

 

 

Item 4.

Ownership   The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.

Each Reporting
Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission that
such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of
any securities covered by this statement.

 

Item 5.	Ownership of Five Percent or Less of a Class
	Not Applicable
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 or Control Person
	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
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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:  March
22, 2017

 

	Brio Capital Master Fund Ltd., a Cayman Islands Exempted Company
	By: Brio Capital Management LLC, its Investment Manager
	By:	/s/ Shaye Hirsch
		Name: Shaye Hirsch
		Title:   Managing Member
	Brio Capital Management LLC, a Delaware limited liability company
	By:	/s/ Shaye Hirsch
		Name: Shaye Hirsch
		Title:   Managing Member

  

Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations

(See
18 U.S.C. 1001) 

 

EXHIBIT
1

 

JOINT
FILING AGREEMENT

 

Each
of the undersigned agrees that (i) the statement on Schedule 13G relating to the Common Stock of Hooper Holmes, Inc. has been
adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G will, unless written
notice to the contrary is delivered as described below, be jointly filed on behalf of each of them and (iii) the provisions of
Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 shall apply to each of them. This agreement may be terminated with
respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon
such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

 

DATED:
March 22, 2017

 

	Brio Capital Master Fund Ltd., a Cayman Islands Exempted Company
	By: Brio Capital Management LLC, its Investment Manager
	By:	/s/ Shaye Hirsch
		Name: Shaye Hirsch
		Title:   Managing Member
	Brio Capital Management LLC, a Delaware limited liability company
	By:	/s/ Shaye Hirsch
		Name: Shaye Hirsch
		Title:   Managing Member