FOSTER L B CO — Director's Dealing 2011

Aug 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOSTER L B CO (FSTR)
CIK: 0000352825
Period of Report: 2011-08-12

Reporting Person: KASEL JOHN F (Sr. V.P. Mfg. & Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-12	Common Stock	P	1250	$17.59	Acquired	3785	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1134	Indirect
Common Stock	683	Direct
Common Stock	1293	Direct
Common Stock	1021	Direct
Common	994	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Buy	$14.77	2015-12-04	Common (6250)	6250	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 2, 2014.

F5: Not vested until March 14, 2015.

F6: 25% became vested on 5/25/06 and an additional 25% became vested on each of the next 3 anniversaries.

F7: (0 - 7754 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 - 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.

F9: (0 - 5962 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.