FOSTER L B CO — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOSTER L B CO (FSTR)
CIK: 0000352825
Period of Report: 2016-02-19

Reporting Person: Vizi Bradley (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-19	Common Stock	O	1500	$12.50	Acquired	318861	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-19	Put Option (obligation to buy)	$12.50	O	400	Disposed	2016-02-19	Common Stock (40000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	400	Direct
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 Legion Partners Asset Management and a managing member of 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 Legion Partners Asset Management and a managing member of 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 Legion Partners Asset Management and managing member of 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: Represents the assignment of 15 put options described in Table II.

F5: Legion Partners Special II wrote 400 american-style put options, 250 put options exercisable on 12/31/2015 and 150 put options exercisable on 01/06/2015 up and until the expiration date on February 19, 2016. On February 19, 2016, 15 put options were exercised and the remainder were terminated in accordance with their term.