Amendment #4 to Schedule 13G

-----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, O2UYY5qouEYPhGGSWhmMl5SP/BaXl/AxxE+CHmx1tv0LZAroXvV/kl5u8qfCVkIu UKUxr9aOxII8p47f5Gud5Q== 0001193125-05-093972.txt : 20050503 0001193125-05-093972.hdr.sgml : 20050503 20050503163736 ACCESSION NUMBER: 0001193125-05-093972 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050503 DATE AS OF CHANGE: 20050503 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: 05795577 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 dsc13ga.htm AMENDMENT #4 TO SCHEDULE 13G Amendment #4 to Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

(RULE 13d-102)

Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d)

and Amendments Thereto Filed Pursuant to Rule 13d-2.

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Hooper Holmes, Inc.

(Name of Issuer)

Common stock, $.04 par value

(Title of Class of Securities)

439104100

(CUSIP Number)

December 31, 2004

(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

Number of

Beneficially

Owned by

Each

Reporting

Person

With

5. Sole Voting Power

2,040,000

6. Shared Voting Power

1,392,233

7. Sole Dispositive Power

2,040,000

8. Shared Dispositive Power

1,392,233


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,432,233
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
11.		Percent of Class Represented by Amount in Row (9) 5.10%
12.		Type of Reporting Person (See Instructions) IN

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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:

170 Mt. Airy Road

Basking Ridge, New Jersey 07920

(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 §§240.13d-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 §§240.13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with §§240.13d-1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with §§240.13d-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(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).

(j)

Group, in accordance with §§240.13d-1(b)(1)(ii)(J).

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ITEM 4.	Ownership.

	(a)	Amount Beneficially Owned: 3,432,233 (1)

	(b)	Percent of Class: 5.10% (2)

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote: 2,040,000

		(ii)	shared power to vote or to direct the vote: 1,392,233

		(iii)	sole power to dispose or to direct the disposition of: 2,040,000

		(iv)	shared power to dispose or to direct the disposition of: 1,392,233

	(1) This information is as of December 31, 2004, and includes 1,257,933 shares of common stock held by Mr. McNamee and his spouse Patricia as joint tenants, 134,300 shares held by Mr. McNamee’s spouse Patricia, and 2,040,000 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 134,300 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 65,201,079 shares of common stock outstanding as of December 31, 2004, plus 2,040,000 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: ¨

ITEM 6.	Ownership of More than Five Percent on Behalf of Another Person.

	As of December 31, 2004, Mr. McNamee’s spouse had the shared or sole right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,392,233 of the 3,432,233 shares of common stock then beneficially owned by Mr. McNamee, representing less than five percent of the outstanding shares of common stock, based on 65,201,079 shares outstanding as of that date.

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.

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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.

May 3, 2005

Date

/s/ James M. McNamee

Signature

James M. McNamee

Name and Title

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