An amended 13D filing with the SEC showed that J. Carlo Cannell‘s Cannell Capital lowered its stake in Hooper Holmes Inc (NYSEMKT:HH) to 332,225 common shares, which amass 3.81% of the company’s outstanding stock. The fund’s stake was decreased from 474,623 shares, which represented 5.55% of the float, according to the fund’s prior Form 13D on the company, filed in July.
Hooper Holmes is a company that provides health risk assessments, sample collection, and similar healthcare services to insurance, wellness, and healthcare companies. Since the beginning of the year, the company’s shares have gained 56.22%. For the second quarter of 2016, Hooper Holmes reported a diluted loss per share from continuing operations of $0.27, and revenue of $7.64 million, compared to a loss per share of $0.65, and revenue of $7.66 million in the same quarter a year earlier.
Among the investors tracked by Insider Monkey, three were bullish on Hooper Holmes (NYSEMKT:HH) at the end of June, up by one from a quarter earlier. Aside from Cannell Capital, other investors long the stock included Jim Simons’ Renaissance Technologies, which held a position valued at $110,000, and Ken Griffin’s Citadel Investment Group, which initiated a new position during the June quarter, valued at $18,000 on June 30.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Cannell Capital | 332,225 | 0 | 332,225 | 0 | 332,225 | 3.81% |
| J. Carlo Cannell | 332,225 | 0 | 332,225 | 0 | 332,225 | 3.81% |
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Page 1 of 8 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5 )
1
Hooper Holmes, Inc.
(Name of Issuer)
Common Stock, par value $0.04 per share
(Title of Class of Securities)
439104100
(CUSIP Number)
J. Carlo Cannell
Cannell Capital LLC
245 Meriwether Circle
Alta, WY
83414
(307) 733-2284
(Name, Address and Telephone Number of Person
to Receive Notices and Communications)
September 15, 2016
(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 §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ☐
Note.
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
______________________
* 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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a current
valid OMB control number.
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Page 2 of 8 – SEC Filing
| CUSIP No. 439104100 | Page 2 of 8 Pages |
| 1 | NAME OF REPORTING PERSON Cannell Capital LLC I.R.S. Identification Nos. of above persons (entities only) 94-3366999 | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (see instructions) WC/OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* 332,225 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER* 332,225 | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 332,225 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions) | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.81%* | |||
| 14 | TYPE OF REPORTING PERSON IA | |||
* Based on information set forth on the Form 10-Q of Hooper Holmes, Inc.,
(the “Company”) as filed with the Securities and Exchange Commission on
August 15, 2016, there were 8,714,636 shares of Common Stock (on post split basis) with par value $0.04
per share (the “Shares”), of the Company issued and outstanding as of
July 31, 2016.
As of September 15, 2016 (the “Reporting Date”) 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 (the “Cannell SMAs” and collectively
with Tristan and Tristan Offshore, the “Investment Vehicles”),
held in the aggregate 332,225 Shares.
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Page 3 of 8 – SEC Filing
| CUSIP No. 439104100 | Page 3 of 8 Pages |
| 1 | NAME OF REPORTING PERSON J. Carlo Cannell I.R.S. Identification Nos. of above persons (entities only) | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS (see instructions) WC/OO | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) ☐ or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* 332,225 | ||
| 8 | SHARED VOTING POWER 0 | |||
| 9 | SOLE DISPOSITIVE POWER* 332,225 | |||
| 10 | SHARED DISPOSITIVE POWER 0 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 332,225 | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions) | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.81%* | |||
| 14 | TYPE OF REPORTING PERSON IN | |||
* Based on information set forth on the Form 10-Q of Hooper Holmes, Inc.,
(the “Company”) as filed with the Securities and Exchange Commission on
August 15, 2016, there were 8,714,636 shares of Common Stock (on post split basis) par value $0.04
per share (the “Shares”), of the Company issued and outstanding as of
July 31, 2016.
As of September 15, 2016 (the “Reporting Date”),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 (the “Cannell SMAs” and collectively
with Tristan and Tristan Offshore, the “Investment Vehicles”),
held in the aggregate 332,225 Shares.
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Page 4 of 8 – SEC Filing
| CUSIP No. 439104100 | Page 4 of 8 Pages |
| Item 1. Security and Issuer | |||||||||||
| The title of the class of equity securities to which this Schedule 13D/A relates is the Common Stock par value $0.04 per share of Hooper Holmes, Inc., a New York corporation. The address of the principal executive offices of the Company is 560 N. Rogers Road, Olathe, KS 66062. | |||||||||||
| Item 2. Identity and Background | |||||||||||
| a) | The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”). The Reporting Person is the sole managing member of Cannell Capital LLC, an Tristan Partners, L.P. Tristan Offshore Fund, Ltd. Set forth in the attached Annex A and incorporated herein by reference is a | ||||||||||
| b) | The address of the principal office of each of Cannell Capital LLC and J. Carlo Cannell is | ||||||||||
| c) | The principal business of Cannell Capital is investment management and advisory services. | ||||||||||
| d) | No Reporting Person, has, during the last five years, been convicted in a criminal | ||||||||||
| e) | No Reporting Person, has, during the last five years, been party to a civil proceeding | ||||||||||
| f) | The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference. Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company. | ||||||||||
| Item 3. Source and Amount of Funds or Other Consideration | |||||||||||
| The Shares purchased by Cannell Capital were purchased using working capital of each of Tristan: $1,225,347 Tristan Offshore: $596,966 Cannell SMAs: $421,424 The Cannell Investment Vehicles have invested an aggregate amount of approximately $2,243,737 in the Shares. | |||||||||||
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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 | ||||||||||
| b) | 1. Sole power to vote or direct vote: 332,225 | ||||||||||
| c) | The following table details the transactions during the sixty days on or prior | ||||||||||
| 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, | ||||||||||
| 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 | |||||||||||
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Page 6 of 8 – SEC Filing
| CUSIP No. 439104100 | Page 6 of 8 Pages |
SIGNATURES
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.
Dated: September 21, 2016
| Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member |
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Page 7 of 8 – SEC Filing
| CUSIP No. 439104100 | Page 7 of 8 Pages |
Annex “A”
MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSONS 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
of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:
| Cannell Capital LLC | |
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1) |
| Tristan Partners, L.P. | |
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1) |
| Tristan Offshore Fund, Ltd. | |
| Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business: | Cannell Capital LLC Investment Adviser Investment Management Cayman Islands (2) |
|   | |||||||||||
| (1) | The address of the principal place of business of Cannell Capital LLC and Tristan Partners, L.P., is 245 Meriwether Circle, Alta, WY 83414. | ||||||||||
| (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. | ||||||||||
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Page 8 of 8 – SEC Filing
| CUSIP No. 439104100 | Page 8 of 8 Pages |
Annex “B”
Agreement Regarding the Joint Filing of Schedule 13D/A
| 1) | Each of them is individually eligible to use the Schedule 13D/A to which this Exhibit is attached, and such Schedule 13D/A is filed on behalf each of them; |
| 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. |
Dated: September 21, 2016
| Cannell Capital LLC By: /s/ J. Carlo Cannell Name: J. Carlo Cannell Title: Managing Member |
