0001209191-22-027056.txt : 20220504 0001209191-22-027056.hdr.sgml : 20220504 20220504155703 ACCESSION NUMBER: 0001209191-22-027056 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220211 FILED AS OF DATE: 20220504 DATE AS OF CHANGE: 20220504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATHENEY J KEITH CENTRAL INDEX KEY: 0001289679 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14982 FILM NUMBER: 22891389 MAIL ADDRESS: STREET 1: PO BOX 1041 CITY: CHESTERFIELD STATE: MO ZIP: 63006-1041 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HUTTIG BUILDING PRODUCTS INC CENTRAL INDEX KEY: 0001093082 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030] IRS NUMBER: 430334550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 555 MARYVILLE UNIVERSITY DRIVE STREET 2: SUITE 400 CITY: ST LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 314-216-2600 MAIL ADDRESS: STREET 1: PO BOX 1041 CITY: CHESTERFIELD STATE: MO ZIP: 63006-1041 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-02-11 1 0001093082 HUTTIG BUILDING PRODUCTS INC HBP 0001289679 MATHENEY J KEITH C/O HUTTIG BUILDING PRODUCTS, INC. 555 MARYVILLE UNIVERSITY DR. SUITE 400 ST. LOUIS MO 63141 1 0 0 0 Common Stock 2022-02-11 4 G 0 20800 0.00 D 88770 D Common Stock 2022-05-03 4 U 0 88770 10.70 D 0 D Restricted Stock Units 10.70 2022-05-03 4 D 0 44502 10.70 D 2022-05-03 2022-05-03 Common Stock 44502 0 D This transaction involved a gift of securities by the reporting person to his family. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 20, 2022, by and among the Issuer, Woodgrain Inc., an Oregon corporation ("Woodgrain"), and HBP Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Woodgrain ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of the Issuer and thereafter merged with and into the Issuer (the "Merger") effective as of May 3, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $10.70 in cash (the "Per Share Price"). Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock or restricted stock unit award granted by the Issuer in respect of shares of its common stock (whether vested or unvested) immediately prior to the Effective Time was cancelled at the Effective Time and automatically converted into the right to receive for each share underlying such Issuer restricted stock the Per Share Price, without interest and subject to deduction for any required withholding under applicable tax law. /s/ Rebecca L. Kujawa by Power of Attorney 2022-05-04