FOSTER L B CO — Director's Dealing 2011

Mar 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOSTER L B CO (FSTR)
CIK: 0000352825
Period of Report: 2011-03-15

Reporting Person: HASSELBUSCH STAN L (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-15	Common	C	7231	—	Acquired	48548	Direct
2011-03-15	Common	F	2141	—	Disposed	46407	Direct
2011-03-15	Common	A	3106	—	Acquired	3106	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-15	Performance Share Units	$	A	9317	Acquired		Common ()	Direct
2011-03-15	Special Performance Share Units	$	A	1500	Acquired		Common ()	Direct
2011-03-15	Performance Share Units	$	D	8540	Disposed		Common (7231)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	25040.328	Indirect
Common Stock	41317	Direct
Common Stock	2847	Direct
Common Stock	5386	Direct
Common Stock	4253	Direct
Common Stock	2500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Share Units	$		Common ()	16156	Direct
Performance Share Units	$		Common ()	12760	Direct

Footnotes

F1: Not applicable.

F2: Not vested and non-voting until March 6, 2012.

F3: Not vested and non-voting until March 4, 2013.

F4: Not vested and non-voting until March 3, 2014.

F5: Not vested and non-voting until March 1, 2012.

F6: Not vested until March 15, 2015.

F7: Performance share units converted into common stock based on Company's performance against financial metric for calendar year 2008-2010, inclusive.

F8: (0 - 32,312 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2009-2011, inclusive. Stock awarded shall range from 0 - 2 for each performance share unit.

F9: (0 - 25,520 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2010 - 2012, inclusive. Stock awarded shall range from 0 - 2 for each performance share unit.

F10: (0 - 18634 shares). Performance share units will convert into common stock based on Company's performance against financial metric 2011-2013, inclusive. Stock awarded shall range from 0-2 for each performance share unit.

F11: (0 - 3000 shares). Special Performance Share Units will convert into common stock based on subsidiary performance againsst financial metric in 2011. Stock award shall range from 0-2 for each performance share unit.