Edgar Filing: HUTTIG BUILDING PRODUCTS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FLEISHER DAVID L

2. Issuer Name and Ticker or Trading Symbol
HUTTIG BUILDING PRODUCTS INC [HBP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP, CFO & Secretary

(Last)

(First)

(Middle)

C/O HUTTIG BUILDING PRODUCTS, INC., 555 MARYVILLE UNIVERSITY DRIVE, STE. 240

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2006

(Street)

ST. LOUIS, MO 63141

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock ⁽¹⁾

⁽³⁾

12/15/2006

35.077

⁽²⁾

Common Stock

35.077

$ 4.9

337.276

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FLEISHER DAVID L C/O HUTTIG BUILDING PRODUCTS, INC. 555 MARYVILLE UNIVERSITY DRIVE, STE. 240 ST. LOUIS, MO 63141			VP, CFO & Secretary

Signatures

/s/ By: Sally H. Townsley, by Power of Attorney		12/19/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Phantom stock units representing company matching contributions under the Huttig Building Products, Inc. Deferred Compensation Plan credited to the reporting person's account as of the date of deferral of compensation.
(2)	Phantom stock units representing company matching contributions are not immediately transferable into another investment alternative under the Deferred Compensation Plan, except that a Qualified Participant (as such term is defined in Huttig's 401(k) plan)may elect to reallocate from 25% to 50% of stock units representing vested company matching contributions, to the extent such percentage exceeds the amount transferred or distributed pursuant to a prior similar election, within ninety (90) days after the last day of each plan year during the participant's Qualified Election Period (as such term is defined in Huttig's 401(k) plan). Phantom stock units are payable in cash or, at the discretion of the plan administration committee, in shares of common stock, following the participant's retirement or termination of employment.
(3)	1-for-1

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.