FOSTER L B CO — Director's Dealing 2014

May 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOSTER L B CO (FSTR)
CIK: 0000352825
Period of Report: 2014-05-23

Reporting Person: KASEL JOHN F (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-23	Common Stock	M	6250	$14.77	Disposed	21830	Direct
2014-05-23	Common Stock	S	4000	$49.06	Disposed	17830	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-23	Employee Stock Options (Right to Buy)	$14.77	M	6250	Disposed	2015-12-04	Common (6250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2286	Indirect

Footnotes

F1: This number includes restricted shares which were previously awarded to the reporting person by the Issuer under the Issuer's 2006 Omnibus Incentive Plan.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.95 to $49.21. The reporting person undertakes to provide to L. B. Foster Company, any security holder of L. B. Foster Company, or to the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

F3: This number includes 66 shares acquired by the reporting person's 401(k) account as of May 23, 2014.