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CUSIP No. 448451104
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13D
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Page
5
of 7 Pages
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This Amendment No. 1 to the joint statement on Schedule 13D with respect to the common
stock, par value $0.01 per share (the Common Stock), of Huttig Building Products, Inc., a Delaware corporation (the Issuer), filed by the Reporting Persons (as defined below) on March 18, 2019 (such joint
statement, as amended herein, the Schedule 13D), amends the Schedule 13D as follows:
1. The first paragraph of paragraph (a) of
Item 2 of the Schedule 13D shall hereby be amended and restated in full as follows:
This joint statement on Schedule 13D is being filed by
Thomas E. Lynch, 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, 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. Mr. Lynch has shared authority to vote and dispose of the shares of Common Stock reported in this Schedule 13D.
2. Paragraph (b) of Item 2 of the Schedule 13D shall hereby be amended and restated in full as follows:
The business address of each of the Managers (other than Mr. Yanagi), 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 Mr. Yanagi is 400 Oyster Point Blvd, Suite 526, South San Francisco, CA 94080.
3. Item 3 of the Schedule 13D shall hereby be amended and restated in full as follows:
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons acquired beneficial ownership of an aggregate of 2,187,942 shares of Common Stock for $10,665,748.26 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.
4. Item 4 of the Schedule 13D shall hereby be amended by inserting the following paragraph between the first and second paragraphs:
On August 6, 2020, the Management Company sent the letter attached hereto as Exhibit 5, which is incorporated herein by reference,
to the chairman of the Issuers board of directors proposing to acquire all outstanding shares of the Issuer at a price of $2.75 per share.
5.
Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows: