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FOSTER L B CO Director's Dealing 2011

Aug 11, 2011

33376_dirs_2011-08-11_25620fd7-ee32-47fe-a358-2e206f6acb47.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: 2011-08-10

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-08-10 Common Stock P 10000 $18.5249 Acquired 56407 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 25040.328 Indirect
Common Stock 2847 Direct
Common Stock 5386 Direct
Common Stock 4253 Direct
Common Stock 2500 Direct
Common 3106 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Performance Share Units $ Common () 16156 Direct
Performance Share Units $ Common () 12760 Direct
Performance Share Units $ Common () 9317 Direct
Special Performance Share Units $ Common () 1500 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: (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.

F8: (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.

F9: (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.

F10: (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.