FOSTER L B CO — Director's Dealing 2016

Jun 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOSTER L B CO (FSTR)
CIK: 0000352825
Period of Report: 2016-06-10

Reporting Person: Vizi Bradley (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-10	Common Stock	J	6916	—	Disposed	0	Direct
2016-06-10	Common Stock	J	6916	—	Acquired	6916	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	318861	Indirect
Common Stock	559919	Indirect
Common Stock	108856	Indirect

Footnotes

F1: Legion Partners, L.P. I ("Legion Partners I") directly owns these shares of common stock ("Common Stock") of L.B. Foster Company (the "Issuer"). Legion Partners, LLC is the general partner of Legion Partners I, Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), is the investment advisor of Legion Partners I and Legion Partners Holdings, LLC ("Legion Partners Holdings") is the sole member of each of Legion Partners Asset Management and Legion Partners, LLC. As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Mr. Vizi may be deemed to beneficially own the shares of common stock owned directly by Legion Partners I. Mr. Vizi expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: Legion Partners, L.P. II ("Legion Partners II") directly owns these shares of Common Stock. Legion Partners, LLC is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II and Legion Partners Holdings is the sole member of each of Legion Partners Asset Management and Legion Partners, LLC. As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Mr. Vizi may be deemed to beneficially own the shares of common stock owned directly by Legion Partners II. Mr. Vizi expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F3: Legion Partners Special Opportunities, L.P. II ("Legion Partners Special II"), directly owns these shares of Common Stock. Legion Partners, LLC is the general partner of Legion Partners Special II, Legion Partners Asset Management is the investment advisor of Legion Partners Special II and Legion Partners Holdings is the sole member of each of Legion Partners Asset Management and Legion Partners, LLC. As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Mr. Vizi may be deemed to beneficially own the shares of common stock owned directly by Legion Partners Special II. Mr. Vizi expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F4: Legion Partners Asset Management, directly owns these shares of Common Stock. As a managing director of Legion Partners Asset Management, Mr. Vizi may be deemed to beneficially own the shares of common stock owned directly by Legion Partners Asset Management. Mr. Vizi expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F5: Represents a transfer of shares of Common Stock to an affiliated entity.