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FOSTER L B CO Director's Dealing 2011

Jun 1, 2011

33376_dirs_2011-06-01_64752649-90d4-4816-b1fe-7e5145364821.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOSTER L B CO (FSTR)
CIK: 0000352825
Period of Report: 2011-05-31

Reporting Person: RUSSO DAVID J (Sr. V.P., CFO & Treasurer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-31 Common Stock A 2500 Acquired 0 Direct
2011-05-31 Common Stock F 740 $35.71 Disposed 17795 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1101.493 Indirect
Common Stock 683 Direct
Common Stock 1293 Direct
Common Stock 1021 Direct
Common Stock 994 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Option to Buy $4.10 2012-12-09 common (1000) 1000 Direct
Performance Share Units $ Common () 3877 Direct
Performance Share Units $ Common () 3062 Direct
Performance Share Units $ Common () 2981 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 until March 14, 2015.

F6: Includes 7,500 shares which are unvested with 2,500 shares becoming vested on each May 28, 2012, 2,500 shares on May 28, 2013 and 2,500 shares on May 28, 2014.

F7: 25% became vested on 12/10/03 and an additional 25% became vested on each of the next three anniversaries.

F8: (0 - 7754 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar years 2009-2011, inclusive. Stock awarded shall range from 0-2 for each performance share unit.

F9: (0 - 6124 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 - 5962 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2011-2013, inclusive. Stock awarded shall range from 0-2 for each performance share unit.