FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Legion Partners Asset Management, LLC
2. Issuer Name and Ticker or Trading Symbol

FOSTER L B CO [ FSTR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

9401 WILSHIRE BLVD., SUITE 705, 
3. Date of Earliest Transaction (MM/DD/YYYY)

6/6/2018
(Street)

BEVERLY HILLS, CA 90212
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Call Option   (5) $25   6/6/2018     S         86    6/6/2018   8/17/2018   Common Stock   (1) 8600   $1.5605   747   I   Legion Partners, L.P. I   (2)
Call Option   (5) $25   6/6/2018     S         8    6/6/2018   8/17/2018   Common Stock   (1) 800   $1.5605   71   I   Legion Partners, L.P. II   (3)
Call Option   (5) $25   6/6/2018     S         26    6/6/2018   8/17/2018   Common Stock   (1) 2600   $1.5605   218   I   Legion Partners Special Opportunities L.P. II   (4)

Explanation of Responses:
(1)  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.
(2)  Legion Partners I sold short these call options which 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.
(3)  Legion Partners II sold short these call options which 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.
(4)  Legion Partners Special II sold short these call options which 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.
(5)  Represents an obligation to sell the equity securities subject to the option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Legion Partners Asset Management, LLC
9401 WILSHIRE BLVD., SUITE 705
BEVERLY HILLS, CA 90212

X

Legion Partners, L.P. I
9401 WILSHIRE BLVD.
SUITE 705
BEVERLY HILLS, CA 90212

X

Legion Partners, L.P. II
9401 WILSHIRE BLVD.
SUITE 705
BEVERLY HILLS, CA 90212

X

Legion Partners Special Opportunities, L.P. II
9401 WILSHIRE BLVD.
SUITE 705
BEVERLY HILLS, CA 90212

X

Legion Partners, LLC
9401 WILSHIRE BLVD., SUITE 705
BEVERLY HILLS, CA 90212

X

Legion Partners Holdings, LLC
9401 WILSHIRE BLVD., SUITE 705
BEVERLY HILLS, CA 90212

X

Kiper Christopher S
9401 WILSHIRE BLVD, SUITE 705
BEVERLY HILLS, CA 90212

X

White Raymond T.
9401 WILSHIRE BLVD.
SUITE 705
BEVERLY HILLS, CA 90212

X


Signatures
Legion Partners Asset Management, LLC 6/8/2018
** Signature of Reporting Person Date

Legion Partners, L.P. I 6/8/2018
** Signature of Reporting Person Date

Legion Partners, L.P. II 6/8/2018
** Signature of Reporting Person Date

Legion Partners Special Opportunities, L.P. II 6/8/2018
** Signature of Reporting Person Date

Legion Partners, LLC 6/8/2018
** Signature of Reporting Person Date

Legion Partners Holdings, LLC 6/8/2018
** Signature of Reporting Person Date

/s/ Christopher S. Kiper 6/8/2018
** Signature of Reporting Person Date

/s/ Raymond T. White 6/8/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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