UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
L.B. Foster Company
(Name
of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
350060109
(CUSIP Number)
ARON R. ENGLISH
22NW, LP
590 1st Ave. S
Unit C1
Seattle, Washington 98104
(206) 227-3078
RYAN NEBEL
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
January 25, 2024
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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22NW Fund, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,313,121 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,313,121 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,313,121 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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11.9%* |
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TYPE OF REPORTING PERSON |
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PN |
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* Based on 11,076,168 Shares outstanding as of November 1, 2023, as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November
7, 2023.
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1 |
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NAME OF REPORTING PERSON |
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22NW, LP |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,313,121 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,313,121 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,313,121 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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11.9%* |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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* Based on 11,076,168 Shares outstanding as of November 1, 2023, as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.
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1 |
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NAME OF REPORTING PERSON |
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22NW Fund GP, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,313,121 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,313,121 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,313,121 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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11.9%* |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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* Based on 11,076,168 Shares outstanding as of November 1, 2023, as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.
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1 |
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NAME OF REPORTING PERSON |
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22NW GP, Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,313,121 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,313,121 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,313,121 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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11.9%* |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
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* Based on 11,076,168 Shares outstanding as of November 1, 2023, as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.
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1 |
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NAME OF REPORTING PERSON |
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Aron R. English |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,314,026 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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1,314,026 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,314,026 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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11.9%* |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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* Based on 11,076,168 Shares outstanding as of November 1, 2023, as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.
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1 |
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NAME OF REPORTING PERSON |
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Bryson O. Hirai-Hadley |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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991 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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- 0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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991 |
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10 |
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SHARED DISPOSITIVE POWER |
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- 0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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991 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1%* |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
|
* Based on 11,076,168 Shares outstanding as of November 1, 2023, as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.
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1 |
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NAME OF REPORTING PERSON |
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Alexander B. Jones |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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PF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
|
7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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1,275 |
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OWNED BY |
|
8 |
|
SHARED VOTING POWER |
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EACH |
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|
REPORTING |
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|
- 0 - |
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PERSON WITH |
|
9 |
|
SOLE DISPOSITIVE POWER |
|
|
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1,275 |
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|
10 |
|
SHARED DISPOSITIVE POWER |
|
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|
|
|
|
|
|
|
|
|
|
- 0 - |
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
|
|
|
|
|
|
1,275 |
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
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|
|
|
|
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Less than 1%* |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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* Based on 11,076,168 Shares outstanding as of November 1, 2023, as reported
in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2023.
The following constitutes
Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule
13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2(b) is hereby amended
and restated to read as follows:
The address of the principal
office of each of the Reporting Persons is 590 1st Ave. S, Unit C1, Seattle, Washington 98104.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On January 25, 2024, the
Reporting Persons entered into a cooperation agreement (the “2024 Cooperation Agreement”) with the Issuer, pursuant to which
the board of directors of the Issuer (the “Board”), and all applicable committees thereof, agreed to take all necessary actions
to nominate Alexander B. Jones as a candidate for election to the Board at the Issuer’s 2024 annual meeting of shareholders (the
“2024 Annual Meeting”), for a term expiring at the Issuer’s 2025 annual meeting of shareholders (the “2025 Annual
Meeting”). Mr. Jones will fill the vacancy created by the retirement of director Dirk Jungé, who cannot stand for re-election
at the 2024 Annual Meeting under the terms of the Issuer’s Corporate Governance Guidelines. Pursuant to the 2024 Cooperation Agreement,
the Issuer agreed that, during the Standstill Period (as defined below), if elected to the Board, Mr. Jones shall be appointed to at least
one of the Board’s committees and he shall be considered along with all other Board members for Board committee assignments in connection
with the Board’s annual review of committee composition.
Until Mr. Jones’ election
to the Board, he will continue to serve in his capacity as a non-voting Board Observer (as defined in Amendment No. 1 to the Schedule
13D) and be entitled to attend, participate in discussions and provide input at any portion of Board meetings and meetings of any Board
committee in accordance with the terms of the 2024 Cooperation Agreement. To the extent Mr. Jones is not elected to the Board at the 2024
Annual Meeting, he shall continue to serve as a Board Observer through the expiration of the Standstill Period.
Pursuant to the 2024 Cooperation
Agreement, the Reporting Persons are subject to certain standstill restrictions from the date of the 2024 Cooperation Agreement until
the earlier of (i) 30 days prior to the expiration of the advance notice period for the submission by shareholders of director nominations
for consideration at the 2025 Annual Meeting and (ii) 120 days prior to the first anniversary of the 2024 Annual Meeting (such period,
the “Standstill Period”), provided, that the length of the Standstill Period can be extended under certain circumstances
as set forth in the 2024 Cooperation Agreement. During the Standstill Period, the Reporting Persons agreed not to acquire ownership of
more than 15.0% of the outstanding Shares, and further agreed to appear in person or by proxy at each annual or special meeting of shareholders
of the Issuer and vote all of their Shares (a) in favor of each of the directors nominated by the Board and recommended by the Board
in the election of directors (and not in favor of any other nominees to serve on the Board); and (b) in accordance with the recommendation
of the Board on all other proposals or business that may be the subject of shareholder action at such meeting; provided, however, that
in the event that Institutional Shareholder Services Inc. (“ISS”) recommends otherwise with respect to any proposals (other
than the election or removal of directors), each of the Reporting Persons shall be permitted to vote in accordance with the ISS recommendation;
provided, further, that each of the Reporting Persons shall be permitted to vote in their sole discretion with respect to any publicly
announced proposals relating to a merger, acquisition, disposition of all or substantially all of the assets of the Issuer, or other
business combination involving the Issuer requiring a vote of shareholders of the Issuer. The 2024 Cooperation Agreement also contains
certain customary confidentiality, non-disparagement, and other undertakings by the Reporting Persons and the Issuer.
The foregoing description
of the 2024 Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
2024 Cooperation Agreement, which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended
to add the following:
On January 25, 2024, the
Reporting Persons and the Issuer entered into the 2024 Cooperation Agreement, as defined and described in Item 4 above. The 2024 Cooperation
Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended
to add the following exhibit:
| 99.1 | Cooperation Agreement, dated January 25, 2024 (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed by the Issuer with the SEC on January 26, 2024). |
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: January 26, 2024
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22NW FUND, LP |
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By: |
22NW Fund GP, LLC
General Partner |
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By: |
/s/ Aron R. English |
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Name: |
Aron R. English |
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Title: |
Manager |
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22NW, LP |
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By: |
22NW GP, Inc.
General Partner |
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By: |
/s/ Aron R. English |
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Name: |
Aron R. English |
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Title: |
President and Sole Shareholder |
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22NW FUND GP, LLC |
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By: |
/s/ Aron R. English |
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Name: |
Aron R. English |
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Title: |
Manager |
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22NW GP, INC. |
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By: |
/s/ Aron R. English |
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Name: |
Aron R. English |
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Title: |
President and Sole Shareholder |
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/s/ Aron R. English |
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ARON R. ENGLISH |
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/s/ Bryson O. Hirai-Hadley |
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BRYSON O. HIRAI-HADLEY |
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/s/ Alexander B. Jones |
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ALEXANDER B. JONES |
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