SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 3)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

HUTTIG BUILDING PRODUCTS, INC.

(Name of Subject Company)

HUTTIG BUILDING PRODUCTS, INC.

(Name of Person Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

448451104

(CUSIP Number of Class of Securities)

Philip Keipp

Vice President and Chief Financial Officer

Huttig Building Products, Inc.

555 Maryville University Drive, Suite 400

St. Louis, Missouri 63141

(314) 216-2600

(Name, address and telephone number of person authorized to receive notices and communications

on behalf of the persons filing statement)

With copies to:

Craig A. Roeder

Piotr Korzynski

Baker & McKenzie LLP

300 East Randolph Street

Chicago, Illinois 60601

(312) 861-8000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 3 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) filed by Huttig Building Products, Inc., a Delaware corporation (“Huttig”), with the Securities and Exchange Commission (the “SEC”) on March 29, 2022, relating to the tender offer (the “Offer”) by HBP Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned subsidiary of Woodgrain Inc., an Oregon corporation (“Parent”), to purchase all of the outstanding shares of common stock, par value $0.01 per share, of Huttig (the “Shares”), at a purchase price of $10.70 per Share, net to the seller in cash, without interest and subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 28, 2022 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO filed by Parent and Merger Sub with the SEC on March 28, 2022. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule 14D-9 and are incorporated herein by reference.

Item 9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

Exhibit Number	Description
(a)(5)(E)*	Communication to Huttig employees dated April 8, 2022.

* Filed herewith    

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SIGNATURE

After due 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.

Hutting Building Products, Inc.
By:	/s/ Philip W. Keipp
Name: Philip W. Keipp
Title: Vice President and Chief Financial Officer

Dated: April 11, 2022

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EX-99.(A)(5)(E)

Exhibit (a)(5)(E)

To: All Employees

From: John Short, VP Human Resources

Date: April 8, 2022

Re: Changes to the Huttig 401(k) and Employee Stock Purchase Program

As previously communicated by our President & CEO, Jon Vrabely, Huttig’s Board of Directors has approved an agreement providing for the sale of all outstanding shares of the Company to Woodgrain and the merger of the two companies. As part of the process to complete the sale of the company, we are required to make the following changes to the 401(k) retirement savings plan and the Employee Stock Purchase Plan:

1. The HBP stock purchase investment option under the 401(k) plan (the HBP Stock Fund) is being suspended effective as of April 8, 2022 given the pending transaction. If you are currently purchasing Huttig stock as an investment option under the 401(K) plan, Empower (known previously as Prudential) will send you a direct correspondence, which will detail these changes. In short:

a. You may change your investment election online at https://www.prudential.com/login/ or by calling Empower at 877-778-2100.

b. If you do not make a change, contributions for all pay dates following the April 8 pay date will be redirected from your Huttig stock investment into your selected GoalMaker Fund.

i. If you have elected to invest future deferrals of compensation in the HBP Stock Fund and you do not change that election, those future compensation deferrals that otherwise would have been invested in the HBP Stock Fund instead will be invested in the GoalMaker fund.

In addition, if you currently hold shares of HBP stock through the 401(k) plan’s HBP Stock Fund that are allocated to your 401(k) plan account, you may instruct Prudential, the plan trustee, to tender those shares pursuant to a tender offer, the terms and conditions of which are described in a separate letter that you will receive from Computershare.

2. The Employee Stock Purchase Plan (ESPP) will also be suspended effective as of April 8, 2022 given the pending transaction. If you are currently participating in the ESPP, the April 8 pay date is the last date that accumulated payroll contributions to purchase stock will be processed pursuant to the ESPP. Effective as of April 8, no new participants may join the ESPP and any contribution elections for current participants will end automatically without the need to make any further election changes. If the pending transaction is consummated, it is anticipated that the ESPP will be terminated effective as of the closing of the transaction.

Thank you for your patience and understanding during this process.

Please call the Human Resources department with any questions or concerns.

555 Maryville University Drive; Suite 400     St. Louis, MO     63141