FOSTER L B CO — Director's Dealing 2018

Jul 27, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FOSTER L B CO (FSTR)
CIK: 0000352825
Period of Report: 2018-07-26

Reporting Person: Legion Partners Asset Management, LLC (10% Owner)
Reporting Person: Legion Partners, L.P. I (10% Owner)
Reporting Person: Legion Partners, L.P. II (10% Owner)
Reporting Person: Legion Partners Special Opportunities, L.P. II (10% Owner)
Reporting Person: Legion Partners, LLC (10% Owner)
Reporting Person: Legion Partners Holdings, LLC (10% Owner)
Reporting Person: Kiper Christopher S (10% Owner)
Reporting Person: White Raymond T. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-26	Call Option	$25	P	108	Acquired	2018-08-17	Common Stock (10800)	Indirect
2018-07-26	Call Option	$25	P	10	Acquired	2018-08-17	Common Stock (1000)	Indirect
2018-07-26	Call Option	$25	P	31	Acquired	2018-08-17	Common Stock (3100)	Indirect

Footnotes

F1: This Form 4 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners Special Opportunities, L.P. II ("Legion Partners Special II"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Christopher S. Kiper and Raymond T. White (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F2: Legion Partners I bought to cover these call options that were previously sold short. The balance of the short call options that Legion Partners I continues to hold create the obligation to sell shares of common stock ("Common Stock") of LB Foster Company (the "Issuer") subject to the option. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners I.

F3: Legion Partners II bought to cover these call options that were previously sold short. The balance of the short call options that Legion Partners II continues to hold create the obligation to sell shares of common stock of LB Foster Company subject to the option. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships,General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners II.

F4: Legion Partners Special II bought to cover these call options that were previously sold short. The balance of the short call options that Legion Partners Special II continues to hold create the obligation to sell shares of common stock of LB Foster Company subject to the option. General Partner is the general partner of Legion Partners Special II, Legion Partners Asset Management is the investment advisor of Legion Partners Special II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Special II.