SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

Huttig Building Products, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

448451104

(CUSIP Number)

Aron R. English

22NW, LP

1455 NW Leary Way, Suite 400

Seattle, Washington 98107

(206) 227-3078

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 22, 2020

(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.

1              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).

CUSIP No. 448451104

	1	NAME OF REPORTING PERSON
			22NW Fund, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			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
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					2,133,291
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					2,133,291
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			2,133,291
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.9%
	14	TYPE OF REPORTING PERSON
			PN

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CUSIP No. 448451104

	1	NAME OF REPORTING PERSON
			22NW, LP
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	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
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					2,133,291
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					2,133,291
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			2,133,291
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.9%
	14	TYPE OF REPORTING PERSON
			PN

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CUSIP No. 448451104

	1	NAME OF REPORTING PERSON
			22NW Fund GP, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	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
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					2,133,291
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					2,133,291
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			2,133,291
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.9%
	14	TYPE OF REPORTING PERSON
			OO

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CUSIP No. 448451104

	1	NAME OF REPORTING PERSON
			22NW GP, Inc.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	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
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					2,133,291
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					2,133,291
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			2,133,291
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.9%
	14	TYPE OF REPORTING PERSON
			CO

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CUSIP No. 448451104

	1	NAME OF REPORTING PERSON
			Aron R. English
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					2,133,291
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					- 0 -
PERSON WITH			9	SOLE DISPOSITIVE POWER
					2,133,291
			10	SHARED DISPOSITIVE POWER
					- 0 -
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			2,133,291
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.9%
	14	TYPE OF REPORTING PERSON
			IN

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CUSIP No. 448451104

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). Prior to the filing of the initial Schedule 13D (the “Schedule 13D”) on October 22, 2020, the Reporting Persons (as defined below) had relied on Rule 13d-1(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provides that a Schedule 13G shall be filed within 45 days after the end of the calendar year in which the person became obligated under Rule 13d-1(b).  Upon the Reporting Persons’ determination to issue the Letter (as defined below) on October 22, 2020 as more fully described under Item 4, the Reporting Persons, in accordance with Rule 13d-1(e) of the Exchange Act, became obligated to file the Schedule 13D.

This Amendment No. 1 amends and restates the Schedule 13D in its entirety.

Item 1. Security and Issuer.

This statement relates to the common stock, $0.01 par value per share (the “Shares”), of Huttig Building Products, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 555 Maryville University Drive, Suite 400, St. Louis, Missouri 63141.

Item 2. Identity and Background.

(a)       This statement is filed by:

(i) 22NW Fund, LP, a Delaware limited partnership (“22NW Fund”), with respect to the Shares directly and beneficially owned by it;

(ii) 22NW, LP, a Delaware limited partnership (“22NW”), as the investment manager of 22NW Fund;

(iii) 22NW Fund GP, LLC, a Delaware limited liability company (“22NW GP”), as the general partner of 22NW Fund;

(iv) 22NW GP, Inc., a Delaware S Corporation (“22NW Inc.”), as the general partner of 22NW; and

(v) Aron R. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of 22NW Fund, 22NW, 22NW GP, 22NW Inc. and Mr. English is 1455 NW Leary Way, Suite 400, Seattle, Washington 98107.

(c)       The principal business of 22NW Fund is investing in securities. The principal business of 22NW is serving as the investment manager of 22NW Fund. The principal business of 22NW GP is serving as the general partner of 22NW Fund. The principal business of 22NW Inc. is serving as the general partner of 22NW. Mr. English is the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc.

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CUSIP No. 448451104

(d)       No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       22NW Fund, 22NW, 22NW GP and 22NW Inc. are organized under the laws of the State of Delaware. Mr. English is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

The Shares purchased by 22NW Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,133,291 Shares beneficially owned by 22NW Fund is approximately $2,431,952, including brokerage commissions.

Item 4. Purpose of Transaction.

On October 22, 2020, the Reporting Persons issued an open letter and press release (the “Letter”) to the Issuer’s board of directors (the “Board”) stating the Reporting Persons’ belief that the unsolicited proposal by Mill Road Capital Management LLC and its affiliates (collectively, “Mill Road”) to acquire all of the outstanding Shares of the Issuer for $4.00 per Share is too low and undervalues the Issuer’s growth potential. In the Letter, the Reporting Persons further stated their belief that the Issuer’s Huttig Grip brand of fasteners will continue to expand, resulting in significant revenue and EBITDA growth. The Reporting Persons urged the Board to reject Mill Road’s offer. The foregoing description of the Letter is qualified in its entirety by the full text of the Letter, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Pursuant to the Issuer’s rights agreement, dated as of May 18, 2016 (as amended, the “Rights Agreement”), stockholders are generally prohibited from acquiring beneficial ownership of 4.99% or more of the Issuer’s outstanding Shares. On June 5, 2020, the Reporting Persons inadvertently became the owners of more than 4.99% of the outstanding Shares. On August 12, 2020, 22NW (on behalf of itself and its affiliates, the “22NW Group”) and the Issuer entered into a standstill agreement (the “Agreement”) pursuant to which the Board deemed the 22NW Group to be an “Exempt Person” under the Rights Agreement, provided that the 22NW Group cannot acquire additional Shares while an Exempt Person. Further, in connection with the Agreement, the 22NW Group agreed, among other things, to certain standstill restrictions until the third anniversary of the Agreement. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

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, subject to the restrictions in the Agreement, endeavor 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.

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CUSIP No. 448451104

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 Issuer on a continuing basis and to communicate with the Issuer’s management and Board about a broad range of operational and strategic matters. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, subject to the restrictions in the Agreement, 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, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, 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.

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 26,894,006 Shares outstanding as of July 28, 2020, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2020.

As of the date hereof, 22NW Fund directly beneficially owned 2,133,291 Shares, constituting approximately 7.9% of the Shares outstanding. 22NW, as the investment manager of 22NW Fund, may be deemed to beneficially own the 2,133,291 Shares owned by 22NW Fund, constituting approximately 7.9% of the Shares outstanding. 22NW GP, as the general partner of 22NW Fund, may be deemed to beneficially own the 2,133,291 Shares owned by 22NW Fund, constituting approximately 7.9% of the Shares outstanding. 22NW Inc., as the general partner of 22NW, may be deemed to beneficially own the 2,133,291 Shares owned by 22NW Fund, constituting approximately 7.9% of the Shares outstanding. Mr. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc., may be deemed to beneficially own the 2,133,291 Shares owned by 22NW Fund, constituting approximately 7.9% of the Shares outstanding.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(b)       By virtue of their respective positions with 22NW Fund, each of 22NW, 22NW GP, 22NW Inc. and Mr. English may be deemed to have sole power to vote and dispose of the Shares reported owned by 22NW Fund.

(c)       No Reporting Person has entered into any transactions in the Shares during the past sixty days.

(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)       Not applicable.

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CUSIP No. 448451104

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On August 12, 2020, 22NW and the Issuer entered into the Agreement as defined and described in Item 4 above and attached as Exhibit 99.2 hereto.

On October 22, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

99.1 Letter, dated October 22, 2020.

99.2 Agreement, dated August 12, 2020.

99.3 Joint Filing Agreement, dated October 22, 2020.

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CUSIP No. 448451104

SIGNATURES

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

Dated: October 29, 2020

22NW FUND, LP
By:	22NW Fund GP, LLC General Partner
By:	/s/ Aron R. English
	Name:	Aron R. English
	Title:	Manager

22NW, LP
By:	22NW GP, Inc. General Partner
By:	/s/ Aron R. English
	Name:	Aron R. English
	Title:	President and Sole Shareholder

22NW FUND GP, LLC
By:	/s/ Aron R. English
	Name:	Aron R. English
	Title:	Manager

22NW GP, INC.
By:	/s/ Aron R. English
	Name:	Aron R. English
	Title:	President and Sole Shareholder

/s/ Aron R. English

ARON R. ENGLISH

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EX-99.1

Exhibit 99.1

22NW ISSUES LETTER TO THE BOARD OF HUTTIG BUILDING PRODUCTS OPPOSING MILL ROAD’S ACQUISITION PROPOSAL

Strongly Believes that Mill Road’s Proposal to Acquire HBP for $4 per share Significantly Undervalues the Company

Optimistic About HBP’s Growth Potential and Future Upside as a Standalone Company

Urges Board to Reject Mill Road’s Unsolicited Offer

SEATTLE, WA, October 22, 2020 – 22NW, LP (“22NW” or “we”), one of the largest stockholders of Huttig Building Products, Inc. (“Huttig” or the “Company”) (NASDAQ:HBP), with ownership of approximately 7.9% of the Company’s outstanding shares, today issued a public letter to the Board of Directors of Huttig stating 22NW’s belief that the proposed consideration of $4 per share offered by Mill Road Capital Management LLC and its affiliates to acquire all outstanding shares of the Company is far too low.

The full text of the letter follows:

October 22, 2020

Dear Board of Directors,

22NW, LP (“22NW”, “our” or “we”) is a significant stockholder of Huttig Building Products, Inc. (“Huttig” or the “Company”) with beneficial ownership of over 2.1 million shares, representing approximately 7.9% of the Company’s outstanding shares. We note that Mill Road Capital Management LLC and its affiliates (collectively, “Mill Road”) made an unsolicited offer of $2.75 per share for Huttig in August 2020, and increased the offer to $4 per share in mid-October. We believe that the price of Mill Road’s unsolicited offer to acquire the Company is grossly inadequate, and we urge the Company’s Board of Directors to reject this offer.

Huttig began the national expansion of its line of fasteners, called “Huttig Grip,” in 2017. Our diligence on Huttig has revealed that while the Company had some initial logistical difficulties and disruptions with the expansion of its fasteners business, a majority of the problems had been resolved by 2019, and the Huttig Grip brand was gaining significant traction prior to the COVID-19 pandemic. We believe that the Huttig Grip brand of fasteners will continue to successfully expand, resulting in significant revenues and EBITDA growth for the Company, but that COVID-19 has obscured this progress and temporarily led to an unduly depressed share price. In addition, we believe that low interest rates will fuel a strong housing market for several years, as evidenced by the recent record high level of the NAHB / Wells Fargo Housing Market Index.¹ Because of these factors, we believe that the Company can achieve an EBITDA run rate of $32 million or better within the next three years and a potential stock price of $9 per share in a base case or $12 per share in a bull case in that time frame.

¹ https://www.cnbc.com/2020/10/19/homebuilder-sentiment-sets-another-record-high-in-october.html

We believe the $4 per share offer proposed by Mill Road is unreasonably low and reflective of trough EBITDA results, and we see no reason why the Company’s stockholders should give up potentially significant future upside by accepting Mill Road’s opportunistic bid for the Company.

Sincerely,

Aron English
President
22NW, LP

About 22NW, LP

22NW, LP is a Seattle-based investment firm that specializes in small and microcap investments that have multi-year investment horizons.

Contact:

Aron English
22NW, LP
(206) 227-3078

EX-99.2

Exhibit 99.2

Confidential

STANDSTILL AGREEMENT

THIS STANDSTILL AGREEMENT (this “Agreement”), dated as of the 12th day of August, 2020 (the “Effective Date”), is made by and among Huttig Building Products, Inc., a Delaware corporation (the “Company”), and each of the entities and natural persons listed on Exhibit A attached hereto and their respective Affiliates (collectively, the “Stockholder Parties”). Each of the Company and each of the Stockholder Parties is a “Party” and collectively they are the “Parties.”

RECITALS

WHEREAS, the Stockholder Parties have inadvertently become a beneficial owner of more than 4.99% and considered an Acquiring Person unless they promptly divest their shares to 4.99% or below or are deemed to be an “Exempt Person” by the Board of Directors of the Company (the “Board”);

WHEREAS, the Stockholder Parties currently beneficially own in the aggregate 2,133,291 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company, which represents approximately 7.9% of the Common Stock issued and outstanding as reported by the Company;

WHEREAS, the Stockholder Parties have requested an exemption under the terms of the Rights Agreement;

WHEREAS, at the request of the Stockholder Parties, the Board has deemed the Stockholder Parties to be an “Exempt Person” under the Rights Agreement, dated as of May 18, 2016 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, so long as the Stockholder Parties (i) hold at least 4.99% of the outstanding Common Stock , (ii) do not purchase any additional outstanding Common Stock while an Exempt Person (i.e., the Stockholder Parties may sell down below their current position but cannot purchase any additional shares while maintaining Exempt Person status), and (ii) continue to file beneficial ownership reports under Rule 13d-1 of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), subject to the Board’s right to subsequently make a contrary determination as to the Stockholder Parties’ status as an Acquiring Person (as defined in the Rights Agreement) as permitted by the Rights Agreement; and

WHEREAS, in connection with the Board’s determination, the Company and the Stockholder Parties have determined to come to an agreement with respect to certain matters related to the Stockholder Parties’ ownership of Common Stock and certain other matters, in each case as provided in this Agreement.

AGREEMENT

NOW THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1.Standstill.

(a)As used in this Agreement:

(i)the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 under the Exchange Act and shall include persons who become Affiliates or Associates of any person subsequent to the date of this Agreement;

(ii)the terms “beneficial owner,” “beneficially owns” and “beneficial ownership” shall have the same meanings as set forth in Rule 13d-3 under the Exchange Act;

(iii)the terms “person” or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature;

(iv)the term “SEC” shall mean the U.S. Securities and Exchange Commission; and

(v)the term “Standstill Period” shall mean the period commencing on the date of this Agreement and ending on the third anniversary thereof.

(b)Each Stockholder Party agrees that, during the Standstill Period, neither it nor any of its Affiliates or Associates will, and it will cause each of its Affiliates and Associates not to, directly or indirectly, in any manner, acting alone or in concert with others, take any of the following actions or advise recommend, request, encourage, solicit, influence or induce any other person to take any of the following actions, or announce any intention to take any of the following actions:

(i)submit any stockholder proposal pursuant to Rule 14a-8 under the Exchange Act, or otherwise, or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board;

(ii)engage, directly or indirectly, in any “solicitation” (as defined in Rule 14a-1 of Regulation 14A under the Exchange Act) of proxies (or written consents) or otherwise become a “participant in a solicitation” (as such term is defined in Instruction 3 of Schedule 14A of Regulation 14A under the Exchange Act) in opposition to the recommendation or proposal of the Board, or recommend or request or induce or attempt to induce or seek to advise, encourage or influence any other person with respect to the voting of any voting stock of the Company (including any withholding from voting) or grant a proxy with respect to the voting of any voting stock of the Company to any person other than to the Board or persons appointed as proxies by the Board;

(iii)seek to call, or to request the call of, a special meeting of the Company’s stockholders;

(iv)make a request for a list of the Company’s stockholders or for any books and records of the Company;

(v)form, join in or in any other way participate in a “partnership, limited partnership, syndicate or other group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the voting stock of the Company (other than a “group” that consists solely of all or some of the Stockholder Parties or any of their respective Affiliates or Associates);

2

(vi)deposit any shares of voting stock of the Company in a voting trust or similar arrangement or subject any shares of voting stock of the Company to any voting agreement or pooling arrangement, other than any such voting trust, arrangement or agreement solely among the Stockholder Parties and otherwise in accordance with this Agreement;

(vii)vote for any nominee or nominees for election to the Board, other than those nominated or supported by the Board;

(viii)seek to place a representative or other Affiliate, Associate or nominee on the Board or seek the removal of any member of the Board or a change in the size or composition of the Board or the committees of the Board;

(ix)acquire or agree, offer, seek or propose to acquire, or cause to be acquired, ownership (including beneficial ownership) of any of the assets or business of the Company or any rights or options to acquire any such assets or business from any person;

(x)other than with the express written request of the Board, seek, propose, or make any statement with respect to, or solicit, negotiate with, or provide any information to any person with respect to, a merger, consolidation, acquisition of control or other business combination, tender or exchange offer, purchase, sale or transfer of assets or securities, dissolution, liquidation, reorganization, change in structure or composition of the Board, change in the executive officers of the Company, change to the Company’s organization documents, change in capital structure, recapitalization, dividend or distribution or change in dividend or distribution policy, share repurchase or similar transaction involving the Company, its subsidiaries or its business, whether or not any such transaction involves a change of control of the Company;

(xi)disclose publicly, or privately in a manner that could reasonably be expected to become public, any intention, plan or arrangement inconsistent with the foregoing or publicly request or advance any proposal to amend, modify or waive the terms of this Agreement or request that the Company or any of its representatives, directly or indirectly, amend or waive any provision of this Section 1;

(xii)institute, solicit, assist or join any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions), other than to enforce the provisions of this Agreement;

(xiii)take any action challenging the validity or enforceability of any provisions of this Section 1; or

(xiv)enter into any negotiations, discussions, agreement, arrangement or understanding with any person concerning any of the foregoing (other than this Agreement) or encourage or solicit any person to undertake any of the foregoing activities.

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Notwithstanding the foregoing, nothing in this Agreement shall prohibit or restrict the Stockholder Parties from: (A) communicating privately with the Board or the Chief Executive Officer of the Company regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require any public disclosure of such communications, (B) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Section 1 or Section 5, or (C) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over the Stockholder Parties or any of their respective Affiliates or Associates, provided that a breach of this Agreement by a Stockholder Party is not the cause of the applicable requirement.

Each of the Stockholder Parties agrees that it will cause each of its Affiliates and Associates to comply with such Stockholder Party’s obligations under this Agreement and shall be responsible for the failure of any Affiliate or Associate to do so.

2.Representations and Warranties of the Company. The Company represents and warrants to the Stockholder Parties that (a) the Company has the corporate power and authority to execute and deliver this Agreement, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid, binding obligation of the Company and is enforceable against the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors or by general equity principles (collectively, “Enforceability Exceptions”), and (c) the execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company or (ii) result in any breach or violation of or constitute a default (or any event that with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.

3.Representations and Warranties of the Stockholder Parties. Each Stockholder Party represents and warrants to the Company that (a) its applicable authorized signatory named on the signature page of this Agreement has the power and authority to execute and deliver this Agreement and any other documents or agreements to be entered into in connection with this Agreement, (b) this Agreement has been duly and validly authorized, executed and delivered by such Stockholder Party, constitutes the valid, binding obligation of, and is enforceable against, such Stockholder Party in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions, (c) the execution of this Agreement, the consummation of any of the transactions contemplated by the Agreement and the fulfillment of the terms of this Agreement, in each case in accordance with the terms of this Agreement, will not conflict with or result in a breach or violation of the organizational documents of such Stockholder Party as in effect on the Effective Date, (d) the execution, delivery and performance of this Agreement by such Stockholder Party does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to such Stockholder Party or (ii) result in any breach or violation of or constitute a default (or any event that with notice or lapse of time or both could constitute a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such Stockholder Party is a party or by which such Stockholder Party is bound, (e) as of the Effective Date, the Stockholder Parties beneficially own in the aggregate 2,133,291 shares of Common Stock, and (f) no Stockholder Party has, or has any right to acquire, any interest in any other securities of the Company (or any rights, options or other securities convertible into, exercisable or exchangeable for such securities or any obligations measured by the price or value of any securities of the Company or any of its Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, in each case (i) whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event, (ii) whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 under the Exchange Act), (iii) whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and (iv) without regard to any short position under any such contract or arrangement).

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4.Press Releases/Schedule 13D/G Filings. Except for the filing of (or an amendment to) the Stockholder Parties’ Statement on Schedule 13D or Schedule 13G, by the Stockholder Parties’ no Party will issue any press release or other public announcement without the prior written consent of the other Parties hereto, except as required by any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange. Prior to the filing of any such Schedule 13D or Schedule 13G, the Stockholder Parties will provide the Company with a draft thereof and a reasonable opportunity to comment thereon and which such filing shall be in form and substance acceptable to the Company and its legal counsel in their respective reasonable judgments.

5.Non-Disparagement.

(a)Each Stockholder Party hereby covenants and agrees, during the Standstill Period, not to make, or cause to be made, any statement or announcement that relates to or constitutes an ad hominem attack on, or relates to or otherwise disparages, the Company or its officers, directors or employees, or any person who serves as an officer, director or employee of the Company on or following the date of this Agreement, (i) in any document or report filed with or furnished to the Securities and Exchange Commission or any other governmental agency, (ii) in any press release, other publicly available format or website or social media posting, (iii) to any analyst, journalist or member of the media (including without limitation, in a television, radio, newspaper, magazine or internet interview) or (iv) in any other public forum (other than pursuant to compelled testimony, whether by legal process, subpoena or similar means).

(b)The Company hereby covenants and agrees, during the Standstill Period, not to make, or cause to be made, and that its directors shall not make, any statement or announcement that relates to or constitutes an ad hominem attack on, or relates to or otherwise disparages, any Stockholder Party or their respective officers, directors or employees, or any person who serves as an officer, director or employee of any Stockholder Party on or following the date of this Agreement, (i) in any document or report filed with or furnished to the Securities and Exchange Commission or any other governmental agency, (ii) in any press release, other publicly available format or website or social media posting, (iii) to any analyst, journalist or member of the media (including without limitation, in a television, radio, newspaper, magazine or internet interview) or (iv) in any other public forum (other than pursuant to compelled testimony, whether by legal process, subpoena or similar means).

6.Expenses. Each Party shall be responsible for its fees and expenses (including legal expenses) paid or payable to third parties as of the Effective Date in connection with the negotiation and execution of this Agreement.

7.Specific Performance; Remedies. Each Stockholder Party, on the one hand, and the Company, on the other hand, acknowledge and agree that irreparable injury to the other Party would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). The Parties accordingly agree that each Stockholder Party, on the one hand, and the Company, on the other hand (as applicable, “Moving Party”), will each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms of this Agreement without the obligation to post a bond, and the other Party will not take action, directly or indirectly, in opposition to such relief sought by the Moving Party on the ground that any other remedy or relief is available at law or in equity. This Section 7 is not the exclusive remedy for any violation of this Agreement. FURTHERMORE, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY.

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8.Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and will in no way be affected, impaired or invalidated. The Parties hereby stipulate and declare it to be their intention that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any such term, provision, covenant or restriction that may after the Effective Date be declared invalid, void or unenforceable. In addition, the Parties agree to use their respective best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any such term, provision, covenant or restriction that is held invalid, void or unenforceable by a court of competent jurisdiction.

9.Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile or e-mail (if such transmission is transmitted to the facsimile number set forth below or the e-mail address set forth below and appropriate confirmation is received); or (c) one business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the receiving Party. The addresses, facsimile numbers and e-mail addresses for such communications will be:

If to the Company:
	Huttig Building Products, Inc.
	Attn: Chief Financial Officer 555 Maryville University Dr., Suite 200
	St. Louis, Missouri 63141
	Telephone: (314) 216-2600
	E-mail: pkeipp@huttig.com
with a copy (which will not constitute notice) to:
	Thompson Coburn LLP
	One US Bank Plaza
	St. Louis, MO 63101
	Attention: Michele C. Kloeppel
	Telephone: (314) 552-6170
	Facsimile: (314) 552-7000
	E-mail: mkloeppel@thompsoncoburn.com
If to any Stockholder Party:
	Aron English President, 22NW, LP 1455 NW Leary Way, Ste. 400 Seattle, WA 98107
	Telephone: 206-227-3078
	E-mail: english@englishcap.com

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10.Applicable Law; Jurisdiction. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising under this Agreement, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising under this Agreement brought by the other Party or its successors or assigns, will be brought and determined exclusively in the state courts located in St. Louis County, Missouri and any state appellate court therefrom within the State of Missouri, or the United States District Court for the Eastern District of Missouri. Each of the Parties hereby irrevocably submits, with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper, or (iii) this Agreement or its subject matter may not be enforced in or by such courts.

11.Counterparts. This Agreement may be executed in multiple counterparts, each of which is an original and which collectively are a single instrument, effective when counterparts have been signed by each Party and delivered to the other Party (including by means of electronic delivery or facsimile).

12.Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth in this Agreement. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Company and the Stockholder Parties, except that the signature of an authorized representative of the Company will not be required to permit an Affiliate of a Stockholder Party to agree to be listed on Exhibit A and be bound by the terms and conditions of this Agreement. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy under this Agreement will operate as a waiver, nor will any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise of that or any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their successors, heirs, executors, legal representatives and permitted assigns. No Party will assign this Agreement or any rights or obligations under this Agreement without the advance written consent of the other Party. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons.

13.Interpretation and Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the Parties shall be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is hereby expressly waived by each of the Parties, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation.

[The balance of this page has been left blank intentionally.]

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IN WITNESS WHEREOF, this Standstill Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the day and year first above written.

COMPANY:
By:
	Name:
	Title:

STOCKHOLDER PARTIES:
22NW, LP
By:
	Name:
	Title:

Signature Page to the Standstill Agreement

EX-99.3

Exhibit 99.3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, $0.01 par value per share, of Huttig Building Products, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: October 22, 2020

22NW FUND, LP
By:	22NW Fund GP, LLC General Partner
By:	/s/ Aron R. English
	Name:	Aron R. English
	Title:	Manager

22NW, LP
By:	22NW GP, Inc. General Partner
By:	/s/ Aron R. English
	Name:	Aron R. English
	Title:	President and Sole Shareholder

22NW FUND GP, LLC
By:	/s/ Aron R. English
	Name:	Aron R. English
	Title:	Manager

22NW GP, INC.
By:	/s/ Aron R. English
	Name:	Aron R. English
	Title:	President and Sole Shareholder

/s/ Aron R. English

ARON R. ENGLISH