Hooper Holmes Inc (HH): Cannell Capital Disposes of 30% of Stake

Page 5 of 8 – SEC Filing

CUSIP No. 439104100

Page 5 of 8 Pages

Item 4.   Purpose of Transaction
		The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavour to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. Cannell Capital files this 13D amendment in order to update the percentage of Shares owned following recent sale transactions. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Company on a continuing basis. Depending on various factors including, without limitation, the Company’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation and in addition to the actions outlined above, continuing to engage in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Company and the Reporting Persons’ investment, making recommendations or proposals to the Issuer concerning changes to the capitalization, corporate structure, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5.   Interest in Securities of the Issuer
		Based on information set forth in the Company’s Form 10-Q as filed with the Securities and Exchange Commission on August 15, 2016, there were 8,714,636 Common Shares with par value $0.04 per share issued and outstanding as of July 31, 2016.
	a)	As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 332,225 Shares, or approximately 3.81% of the Shares deemed issued and outstanding as of the Reporting Date.
	b)	1. Sole power to vote or direct vote: 332,225 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 332,225 4. Shared power to dispose or direct the disposition: 0
	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 the Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles).
			Entity	Date	Quantity	Price Per Share		Form Of Transaction
			Tristan Offshore	08/16/2016	15,513	1.6716		Sell
			Tristan	08/16/2016	24,085	1.6716		Sell
			Tristan Offshore	09/15/2016	33,392	1.4863		Sell
			Tristan	09/15/2016	69,408	1.4863		Sell
	d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
	e)	As of September 15, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
		None
Item 7.   Material to Be Filed as Exhibits
		None