Filing Details

 

CUSIP No. 439104209

13D

Page 2 of 18

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	WH-HH Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware Limited Liability Company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0 shares
		8	SHARED VOTING POWER
			12,519,259 shares
		9	SOLE DISPOSITIVE POWER
			0 shares
		10	SHARED DISPOSITIVE POWER
			12,519,259 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,519,259 shares
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)
	49.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

CUSIP No. 439104209

13D

Page 12 of 18

 

 

 

On May 11, 2017, in connection with the acquisition by the Issuer of Provant Health Solutions, LLC ("Provant"), as further described in the Issuer's Form 8-K filed on May 12, 2017, WH entered into a Securities Purchase Agreement among the Issuer, WH and certain other purchasers (the "Purchase Agreement"), pursuant to which WH acquired 2,187,500 shares (the "WH Purchased Shares") of Common Stock and certain warrants to acquire additional Common Stock at a purchase price of $0.80 per share.  In addition, WH acquired 10,331,759 shares (the "WH Merger Shares" and, collectively with the WH Purchased Shares, the "WH Shares") as merger consideration in connection with the acquisition of Provant by the Issuer as further described in the Issuer's Form 8-K filed on March 8, 2017.  As of the date of this filing, WH holds a total of 12,519,259 shares of the Issuer's Common Stock.

The working capital of WH was the source of the funds for the purchase of the Securities.  No part of the purchase price of the Securities was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Securities.

 

WH acquired the Securities for investment purposes.  Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, WH and other Reporting Persons may dispose of or acquire additional shares of the Issuer.  Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

(f)

Any other material change in the Issuer's business or corporate structure;

(g)

Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j)

Any action similar to any of those enumerated above.

 

Item 5.    Interest in Securities of the Issuer.

WH is the record owner of the WH Shares.  As the individual managers of WH, the Holdco Managers may also be deemed to own beneficially the WH Shares.  CFF III appointed and may remove the Holdco Managers and must approve any disposition of the WH Shares.  As such, CFF III may also be deemed to own beneficially the WH Shares.  The general partner of CFF III is CCP III and the general partner of CCP III is CCP III LLC.  The individual managers of CCP III LLC are the Managers and, as such, each of CCP III, CCP III LLC and the Managers exercises shared voting and investment power over the shares held of record by WH.

CUSIP No. 439104209

13D

Page 13 of 18

 

 

 

Each Reporting Person disclaims beneficial ownership of the WH Shares other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet.  Such percentage was calculated based on 25,488,697 shares of Common Stock reported to be outstanding as of May 12, 2017 on the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 15, 2017.

(b)

Regarding the number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: See line 7 of cover sheets

(ii)

shared power to vote or to direct the vote: See line 8 of cover sheets

(iii)

sole power to dispose or to direct the disposition: See line 9 of cover sheets.

(iv)

shared power to dispose or to direct the disposition: See line 10 of cover sheets

(c)

Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, WH Shares beneficially owned by any of the Reporting Persons.

(e)

Not applicable.

Item 6.    Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

On May 11, 2017, WH entered into a certain (i) Securities Purchase Agreement with the Issuer and certain other purchasers, and (ii) Voting and Standstill Agreement with the Issuer and certain other parties, each incorporated by reference herein.

 

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

 

 

 

 

 

 

 

 

CUSIP No. 439104209

13D

Page 14 of 18

 

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 22^nd day of May, 2017.

 

 

WH-HH HOLDINGS, LLC

/s/ Stephen Marquardt

Stephen Marquardt

Manager

 

*

Frank R. Bazos

Manager

 

CENTURY FOCUSED FUND III, L.P.

By:	CCP Focused III, L.P. General Partner

By:

CCP Focused III, LLC General Partner

Davis R. Fulkerson

Manager

CCP FOCUSED III, L.P.

By:	CCP Focused III, LLC General Partner

       Davis R. Fulkerson

       Manager

 

CCP FOCUSED III, LLC

Davis R. Fulkerson

Manager

 

 

 

 

 

CUSIP No. 439104209

13D

Page 15 of 18

 

 

 

*

Frank R. Bazos

*

Charles L. Kline

*

David C. Sherwood

Davis R. Fulkerson

As attorney-in-fact

This Schedule 13D was executed by Davis R. Fulkerson on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. 439104209

13D

Page 16 of 18

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Hooper Holmes, Inc.

EXECUTED this 22^nd day of May, 2017.

 

WH-HH HOLDINGS, LLC

/s/ Stephen Marquardt

Stephen Marquardt

Manager

 

*

Frank R. Bazos

Manager

 

CENTURY FOCUSED FUND III, L.P.

By:	CCP Focused III, L.P. General Partner

By:

CCP Focused III, LLC General Partner

Davis R. Fulkerson

Manager

CCP FOCUSED III, L.P.

By:	CCP Focused III, LLC General Partner

       Davis R. Fulkerson

       Manager

 

CCP FOCUSED III, LLC

Davis R. Fulkerson

Manager

 

 

 

 

 

 

 

 

 

CUSIP No. 439104209

13D

Page 17 of 18

 

 

 

 

 

*

Frank R. Bazos

*

Charles L. Kline

*

David C. Sherwood

Davis R. Fulkerson

As attorney-in-fact

This Agreement relating to Schedule 13D was executed by Davis R. Fulkerson on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP No. 439104209

13D

Page 18 of 18

 

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Davis R. Fulkerson with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact's discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.

Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 17^th day of May, 2017.

/s/ Davis R. Fulkerson

Davis R. Fulkerson

/s/ Frank R. Bazos

Frank R. Bazos

/s/ Charles L. Kline

Charles L. Kline

/s/ David C. Sherwood

David C. Sherwood