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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock Units (3) | (4) | 03/31/2008 | M | 3,172.95 | (1) | (1) | Common Stock | 3,172.95 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LUPO MICHAEL A C/O HUTTIG BUILDING PRODUCTS, INC. 555 MARYVILLE UNIVERSITY DRIVE, STE. 400 ST. LOUIS, MO 63141 |
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| By Sally H. Townsley, by Power of Attorney | 04/02/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | In connection with the change in investment options under the Huttig Building Products, Inc. Deferred Compensation Plan (the "Plan"), as of March 31, 2008 the value of each participant's account, including the value of phantom stock units, was transferred to new investment choices. Effective as of March 31, 2008, phantom stock units were no longer available as an investment option under the Plan. |
| (2) | The reporting person did not purchase or sell any shares of common stock in the settlement of the shares. The SEC has taken the position that the cash settlement of phantom stock is reportable on Form 4 in both Table II (as a disposition of the phantom stock derivative security) and Table I (on two lines) as a deemed acquisition and simultaneous disposition of the underlying stock on which the value of the settlement is based. Accordingly, the amounts shown in Table I are reported to comply with the SEC's reporting principles and do not represent actual purchases or sales of shares of common stock. |
| (3) | Phantom stock units representing contributions made under the Huttig Building Products, Inc. Deferred Compensation Plan credited to the reporting person's account as of the date of deferral of compensation. |
| (4) | 1-for-1 |