SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Huttig Building Products, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

448451104

(CUSIP Number)

Mill Road Capital II, L.P.

Attn: Thomas E. Lynch

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

203-987-3500

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 8, 2019

(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 sent.

* 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 13D Page 2 of 10 Pages

1.	Names of Reporting Persons. Mill Road Capital II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 1,650,328
		8.	Shared Voting Power
		9.	Sole Dispositive Power 1,650,328
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,650,328
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 6.2%
14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 448451104 13D Page 3 of 10 Pages

1.	Names of Reporting Persons Mill Road Capital II GP LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power 1,650,328
		8.	Shared Voting Power
		9.	Sole Dispositive Power 1,650,328
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,650,328
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 6.2%
14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 448451104 13D Page 4 of 10 Pages

1.	Names of Reporting Persons. Thomas E. Lynch
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 1,650,328
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 1,650,328
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,650,328
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 6.2%
14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 448451104 13D Page 5 of 10 Pages

1.	Names of Reporting Persons. Scott P. Scharfman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power 1,650,328
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 1,650,328
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,650,328
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 6.2%
14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 448451104 Page 6 of 10 Pages

Item 1. Security and Issuer

This joint statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Huttig Building Products, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 555 Maryville University Drive, Suite 400, St. Louis, Missouri 63141.

Item 2. Identity and Background

(a) This joint statement on Schedule 13D is being filed by Thomas E. Lynch, Scott P. Scharfman, Mill Road Capital II GP LLC, a Delaware limited liability company (the “GP”), and Mill Road Capital II, L.P., a Delaware limited partnership (the “Fund”). Each of the foregoing is referred to in this Schedule 13D as a “Reporting Person” and, collectively, as the “Reporting Persons.” Mr. Lynch, Mr. Scharfman, Justin C. Jacobs and Eric Yanagi are the management committee directors of the GP and, in this capacity, are referred to in this Schedule 13D as the “Managers.” The GP is the sole general partner of the Fund. Each of Mr. Lynch and Mr. Scharfman has shared authority to vote and dispose of the shares of Common Stock reported in this Schedule 13D.

The Reporting Persons have entered into a Joint Filing Agreement dated March 18, 2019, a copy of which is filed as Exhibit 1 to this Schedule 13D, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with Rule 13d-1(k) under the Exchange Act.

(b) The business address of each of Mr. Lynch and Mr. Jacobs, and the address of the principal business and the principal office of the GP and the Fund, is 382 Greenwich Avenue, Suite One, Greenwich, CT 06830. The business address of each of Mr. Scharfman and Mr. Yanagi is 400 Oyster Point Blvd, Suite 526, South San Francisco, CA 94080.

(c) The principal business of the GP is acting as the sole general partner of the Fund. The principal business of the Fund is investing in securities. The present principal occupation or employment of each Manager is as a management committee director of the GP and of Mill Road Capital Management LLC, a Delaware limited liability company (the “Management Company”), which provides advisory and administrative services to the GP and is located at 382 Greenwich Avenue, Suite One, Greenwich, CT 06830.

(d) None of the Managers, the GP and the Fund has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Managers, the GP and the Fund was, during the last five years, a 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 (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.

(f) Each Manager is a citizen of the United States.

CUSIP No. 448451104 Page 7 of 10 Pages

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons acquired beneficial ownership of an aggregate of 1,650,328 shares of Common Stock for $9,476,960.66 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions.

Item 4. Purpose of Transaction

The Reporting Persons acquired shares of the Common Stock in the Reporting Persons’ ordinary course of business based on their belief that the Common Stock represents an attractive investment opportunity.

The Reporting Persons intend to review continuously their equity interest in the Issuer. Depending upon their evaluation of the factors described below, one or more of the Reporting Persons may from time to time purchase additional securities of the Issuer, dispose of all or a portion of the securities then held by such Reporting Persons, or cease buying or selling such securities; any such additional purchases or sales of securities of the Issuer may be in the open market, in privately negotiated transactions or otherwise.

The Reporting Persons may wish to engage in a constructive dialogue with officers, directors and other representatives of the Issuer, as well as the Issuer’s shareholders; topics of discussion may include, but are not limited to, the Issuer’s markets, operations, competitors, prospects, strategy, personnel, directors, ownership and capitalization. The Management Company has entered into a confidentiality agreement with the Issuer, and the Reporting Persons may enter into additional confidentiality or similar agreements with the Issuer and, subject to such an agreement or otherwise, exchange information with the Issuer. The factors that the Reporting Persons may consider in evaluating their equity interest in the Issuer’s business include the following: (i) the Issuer’s business and prospects; (ii) the performance of the Common Stock and the availability of the Common Stock for purchase at particular price levels; (iii) the availability and nature of opportunities to dispose of the Reporting Persons’ interests; (iv) general economic conditions; (v) stock market conditions; (vi) other business and investment opportunities available to the Reporting Persons; and (vii) other plans and requirements of the Reporting Persons.

Depending on their assessment of the foregoing factors, the Reporting Persons may, from time to time, modify their present intention as stated in this Item 4, subject to the restrictions contained in the Standstill Agreement (as defined below).

The Reporting Persons intend to continuously review their options but, except as set forth above, do not have at this time any other specific plans that would result in (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) any extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present management or Board of Directors of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer’s Board of Directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material

CUSIP No. 448451104 Page 8 of 10 Pages

change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or by-laws that may impede the acquisition of control of the Issuer by any person; (h) the Issuer’s Common Stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.

Item 5. Interest in Securities of the Issuer

(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 26,569,227 shares of Common Stock issued and outstanding as of February 28, 2019, as reported in the definitive proxy statement of the Issuer dated March 12, 2019. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of March 18, 2019, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).

The Fund directly holds, and thus has sole voting and dispositive power over, 1,650,328 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund, and each of Mr. Lynch and Mr. Scharfman has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the Reporting Persons beneficially owns 1,650,328 shares of Common Stock, or approximately 6.2% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 1,650,328 shares of Common Stock, or approximately 6.2% of the outstanding shares of Common Stock.

(c) No Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock from January 17, 2019 (the date 60 days prior to the filing of this Schedule 13D) to March 18, 2019:

Date of Purchase	Shares Purchased (#)		Purchase Price per Share ($)
3/8/2019		334,700	$	2.3700
3/11/2019		14,219	$	2.5348
3/18/2019		10,107	$	2.7429

The above listed transactions were conducted in the ordinary course of business on the open market for cash. The purchase prices do not reflect brokerage commissions paid.

(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 the proceeds from the sale of shares of the Common Stock.

(e) Not applicable.

CUSIP No. 448451104 Page 9 of 10 Pages

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

The following description of certain agreements and other documents does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of such agreements and other documents, copies of which are filed as exhibits hereto and are incorporated by reference in their entirety into this Item 6.

Standstill Agreement

On March 7, 2019, the Management Company and its affiliates (collectively, the “Stockholder Parties”) entered into a standstill agreement with the Issuer, a copy of which is attached hereto as Exhibit 4 (the “Standstill Agreement”), in connection with the determination of the Board of Directors of the Issuer that the Stockholder Parties are deemed to be an “Exempt Person” under the Rights Agreement dated May 18, 2016 between the Issuer and Computershare Trust Company, N.A. The Standstill Agreement limits the ability of the Stockholder Parties to engage in certain actions with respect to the Issuer or the Common Stock during the period commencing on March 7, 2019 and ending on January 15, 2020, but permits the Stockholder Parties to continue to purchase additional Common Stock during such period, up to an aggregate ownership position of 10% of the outstanding shares of Common Stock.

Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons, or between any Reporting Person(s) and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

Exhibit 1	Joint Filing Agreement by and among Thomas E. Lynch, Scott P. Scharfman, Mill Road Capital II GP LLC and Mill Road Capital II, L.P. dated as of March 18, 2019.
Exhibit 2	Confirming Statement of Thomas E. Lynch dated March 18, 2019.
Exhibit 3	Confirming Statement of Scott P. Scharfman dated March 18, 2019.
Exhibit 4	Standstill Agreement dated March 7, 2019 between Huttig Building Products, Inc. and the Stockholder Parties named therein.

[signature pages follow]

CUSIP No. 448451104 Page 10 of 10 Pages

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.

DATE:	March 18, 2019
MILL ROAD CAPITAL II, L.P.

By: Mill Road Capital II GP LLC, its General Partner

By:	/s/ Thomas E. Lynch
	Thomas E. Lynch
	Management Committee Director and Chairman
MILL ROAD CAPITAL II GP LLC

By:	/s/ Thomas E. Lynch
	Thomas E. Lynch
	Management Committee Director and Chairman
THOMAS E. LYNCH
/s/ Thomas E. Lynch
Thomas E. Lynch
SCOTT P. SCHARFMAN
/s/ Scott P. Scharfman
Scott P. Scharfman

EX-99.1

CUSIP No. 448451104 Page 1 of 1 Page

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of March 18, 2019, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of Huttig Building Products, Inc., a Delaware corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.

MILL ROAD CAPITAL II, L.P.
By:	Mill Road Capital II GP LLC, its General Partner
By:	/s/ Thomas E. Lynch
	Thomas E. Lynch
	Management Committee Director and Chairman
MILL ROAD CAPITAL II GP LLC
By:	/s/ Thomas E. Lynch
	Thomas E. Lynch Management Committee Director and Chairman
THOMAS E. LYNCH
/s/ Thomas E. Lynch
Thomas E. Lynch
SCOTT P. SCHARFMAN
/s/ Scott P. Scharfman
Scott P. Scharfman

EX-99.2

CUSIP No. 448451104 Page 1 of 1 Page

Exhibit 2

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Scott P. Scharfman, Justin C. Jacobs and Eric Yanagi, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Huttig Building Products, Inc., a Delaware corporation. The authority of Scott P. Scharfman, Justin C. Jacobs and Eric Yanagi under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule 13D with regard to the undersigned’s ownership of or transactions in securities of Huttig Building Products, Inc. unless earlier revoked in writing. The undersigned acknowledges that Scott P. Scharfman, Justin C. Jacobs and Eric Yanagi are not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.

Dated: March 18, 2019	/s/ Thomas E. Lynch
	Thomas E. Lynch

EX-99.3

CUSIP No. 448451104 Page 1 of 1 Page

Exhibit 3

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch, Justin C. Jacobs and Eric Yanagi, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Huttig Building Products, Inc., a Delaware corporation. The authority of Thomas E. Lynch, Justin C. Jacobs and Eric Yanagi under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule 13D with regard to the undersigned’s ownership of or transactions in securities of Huttig Building Products, Inc. unless earlier revoked in writing. The undersigned acknowledges that Thomas E. Lynch, Justin C. Jacobs and Eric Yanagi are not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934, as amended.

Dated: March 18, 2019	/s/ Scott P. Scharfman
	Scott P. Scharfman

EX-99.4

Exhibit 4

STANDSTILL AGREEMENT

THIS STANDSTILL AGREEMENT (this “Agreement”), dated as of the 7^th day of March, 2019 (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 currently beneficially own in the aggregate 1,291,302 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company, which represents approximately 4.96% of the Common Stock issued and outstanding as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2018;

WHEREAS, the Stockholder Parties have requested a determination by the Board of Directors of the Company (the “Board”) that the Stockholder Parties are an “Exempt Person” under the Rights Agreement, dated as of May 18, 2016 (the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company; and

WHEREAS, in connection therewith, 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. Exempt Person Status. As of the Effective Date, the Board has deemed the Stockholder Parties to be an “Exempt Person” under the Rights Agreement, which status will continue so long as (a) the beneficial ownership position of the Stockholder Parties is at least 4.99% and not more than 10% of the outstanding Common Stock, (b) the Stockholder Parties have complied with the terms of this Agreement, and (c) the Stockholder Parties 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”). For the avoidance of doubt, if the beneficial ownership position of the Stockholder Parties exceeds 4.99% of the outstanding Common Stock after the Effective Date and thereafter decreases to less than 4.99% of the outstanding Common Stock, then such Stockholder Parties shall be deemed automatically to no longer be an Exempt Person under the Rights Agreement. Further, such Exempt Person status is at all times 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 as to beneficial ownership of shares of Common Stock acquired subsequent to such determination.

2. 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 January 15, 2020.

(b) Each Stockholder Party agrees that, during the Standstill Period and notwithstanding whether a Stockholder Party then is an Exempt Person, neither it nor any of its Affiliates or Associates under its control will, and it will cause each of its Affiliates and Associates under its control 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 third party;

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

(iv) 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); provided, however, that nothing herein shall limit the ability of a person not already a party to this Agreement to join a group comprised of the Stockholder Parties and their respective Affiliates or Associates so long as such person agrees in writing to be bound by the terms of this Agreement in a form reasonably acceptable to the Company;

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(v) 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;

(vi) seek, alone or in concert with others, 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;

(vii) other than as to acquisitions of additional shares of Common Stock as permitted by this Agreement, 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, 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;

(viii) 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 2;

(ix) 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;

(x) take any action challenging the validity or enforceability of any provisions of this Section 2; or

(xi) 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.

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 2 or Section 6, or (C) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental, judicial, 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.

(c) So long as the Stockholder Parties have fully complied with this Agreement, the obligations of the Stockholder Parties under Sections 2(b)(ii), 2(b)(iii), 2(b)(iv), 2(b)(v), 2(b)(vii), 2(b)(viii), and 2(b)(xi) above shall terminate and be of no further force and effect in the event: (i) the Board determines that it has received a bona fide offer from a third party for a transaction in which the consideration receivable by the Company’s stockholders for their shares reflects an equity value such that the Board deems that it is

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reasonably likely that the Company’s stockholders would vote to support the consummation of the transaction and such third party offer has provided evidence of financing reasonably likely to finance the transaction set forth in the bona fide offer, or (ii) the Company enters into a definitive agreement for the acquisition of the Company by a third party. Within fourteen calendar days of the receipt of a bona fide offer as described in (i) and within four business days of the occurrence of the event described in (ii), the Company shall provide the Stockholder Parties with written notice that the obligations of the Stockholder Parties under Sections 2(b)(ii), 2(b)(iii), 2(b)(iv), 2(b)(v), 2(b)(vii), 2(b)(viii), and 2(b)(xi) above have terminated.

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

(e) If, during the Standstill Period, the Board deems any stockholder other than the Stockholder Parties an “Exempt Person” and allows such stockholder to beneficially own greater than 10% of the outstanding Common Stock, then the maximum beneficial ownership position of the Stockholder Parties permitted by this Agreement shall be equal to the percentage that was granted to such other stockholder. For the avoidance of doubt, the Stockholder Parties shall not be permitted to increase their beneficial ownership position (or entitled to an automatic increase of their maximum beneficial ownership position) after the expiration or termination of the Standstill Period.

(f) In the event the Board determines that the Stockholder Parties no longer constitute an “Exempt Person” or constitute an “Acquiring Person” under the Rights Agreement, this Agreement shall immediately terminate.

3. 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.

4. 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

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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, and (e) as of the Effective Date, the Stockholder Parties beneficially own in the aggregate 1,291,302 shares of Common Stock, and (f) except as otherwise noted on Exhibit A, 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).

5. 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.

6. 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).

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7. 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.

8. 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 8 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.

9. 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.

10. 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

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St. Louis, MO 63101

Attention: Michele C. Kloeppel

Telephone: (314) 552-6170

Facsimile: (314) 552-7000

E-mail: mkloeppel@thompsoncobum.com

If to any Stockholder Party:

Mill Road Capital Management LLC

382 Greenwich Avenue, Suite One

Greenwich, CT 06830

Attention: Justin Jacobs

Telephone: 203-987-3505

Facsimile: 203-621-3280 E-mail: jjacobs@millroadcapital.com

with a copy (which will not constitute notice) to:

Foley Hoag LLP

155 Seaport Boulevard

Boston, MA 02210

Attention: Paul Bork

Telephone: 617-832-1113

Facsimile: 617-832-7000

E-mail: pbork@foleyhoag.com

11. 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 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.

12. 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).

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13. 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.

14. 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:	/s/ Philip Keipp
Name:	Philip Keipp
Title:	Vice President and Chief Financial Officer
STOCKHOLDER PARTIES:
By:	/s/ Justin Jacobs
Name:	Justin Jacobs
Title:	Managing Director
By:
Name:
Title:

Exhibit A

Stockholder Parties

Mill Road Capital Management LLC