0001560207-16-000016.txt : 20161004 0001560207-16-000016.hdr.sgml : 20161004 20161004165125 ACCESSION NUMBER: 0001560207-16-000016 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160930 FILED AS OF DATE: 20161004 DATE AS OF CHANGE: 20161004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER L B CO CENTRAL INDEX KEY: 0000352825 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 251324733 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 415 HOLIDAY DR CITY: PITTSBURGH STATE: PA ZIP: 15220 BUSINESS PHONE: 4129283431 MAIL ADDRESS: STREET 1: 415 HOLIDAY DR CITY: PITTSBURGH STATE: PA ZIP: 15220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vizi Bradley CENTRAL INDEX KEY: 0001556313 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 161919721 MAIL ADDRESS: STREET 1: 1247 STONER AVENUE, #207 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legion Partners Asset Management, LLC CENTRAL INDEX KEY: 0001560207 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 161919716 BUSINESS ADDRESS: BUSINESS PHONE: (330) 519-1158 MAIL ADDRESS: STREET 1: 1247 STONER AVENUE, #207 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legion Partners, L.P. I CENTRAL INDEX KEY: 0001595909 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 161919720 BUSINESS ADDRESS: STREET 1: 9401 WILSHIRE BLVD. STREET 2: SUITE 705 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 424.253.1774 MAIL ADDRESS: STREET 1: 9401 WILSHIRE BLVD. STREET 2: SUITE 705 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legion Partners Special Opportunities, L.P. II CENTRAL INDEX KEY: 0001661189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 161919718 BUSINESS ADDRESS: STREET 1: 9401 WILSHIRE BLVD. STREET 2: SUITE 705 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 424.253.1774 MAIL ADDRESS: STREET 1: 9401 WILSHIRE BLVD. STREET 2: SUITE 705 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legion Partners, LLC CENTRAL INDEX KEY: 0001682390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 161919717 BUSINESS ADDRESS: STREET 1: 9401 WILSHIRE BLVD., SUITE 705 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 424-253-1774 MAIL ADDRESS: STREET 1: 9401 WILSHIRE BLVD., SUITE 705 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: White Raymond T. CENTRAL INDEX KEY: 0001682494 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 161919713 MAIL ADDRESS: STREET 1: 9401 WILSHIRE BLVD. STREET 2: SUITE 705 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legion Partners, L.P. II CENTRAL INDEX KEY: 0001618783 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 161919719 BUSINESS ADDRESS: STREET 1: 9401 WILSHIRE BLVD. STREET 2: SUITE 705 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 424.253.1774 MAIL ADDRESS: STREET 1: 9401 WILSHIRE BLVD. STREET 2: SUITE 705 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 FORMER NAME: FORMER CONFORMED NAME: Legion Partners L.P. II DATE OF NAME CHANGE: 20140905 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kiper Christopher S CENTRAL INDEX KEY: 0001432744 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 161919714 MAIL ADDRESS: STREET 1: 1247 STONER AVENUE, #207 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Legion Partners Holdings, LLC CENTRAL INDEX KEY: 0001682389 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 161919715 BUSINESS ADDRESS: STREET 1: 9401 WILSHIRE BLVD., SUITE 705 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 424-253-1774 MAIL ADDRESS: STREET 1: 9401 WILSHIRE BLVD., SUITE 705 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2016-09-30 0 0000352825 FOSTER L B CO FSTR 0001556313 Vizi Bradley 9401 WILSHIRE BLVD. SUITE 705 LOS ANGELES CA 90212 1 0 1 0 0001595909 Legion Partners, L.P. I 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS CA 90212 1 0 1 0 0001618783 Legion Partners, L.P. II 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS CA 90212 1 0 1 0 0001661189 Legion Partners Special Opportunities, L.P. II 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS CA 90212 1 0 1 0 0001682390 Legion Partners, LLC 9401 WILSHIRE BLVD., SUITE 705 BEVERLY HILLS CA 90212 1 0 1 0 0001560207 Legion Partners Asset Management, LLC 9401 WILSHIRE BLVD. SUITE 705 LOS ANGELES CA 90212 1 0 1 0 0001682389 Legion Partners Holdings, LLC 9401 WILSHIRE BLVD., SUITE 705 BEVERLY HILLS CA 90212 1 0 1 0 0001432744 Kiper Christopher S 9401 WILSHIRE BLVD. SUITE 705 LOS ANGELES CA 90212 1 0 1 0 0001682494 White Raymond T. 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS CA 90212 1 0 1 0 Common Stock 2016-09-30 4 P 0 1145 12.01 A 1145 D Common Stock 801209 I Legion Partners, L.P. I Common Stock 108856 I Legion Partners, L.P. II Common Stock 318861 I Legion Partners Special Opportunities L.P. II Common Stock 8179 I Legion Partners Asset Management, LLC 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"), Bradley S. Vizi, 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. Legion Partners I directly owns these shares of common stock ("Common Stock") of L.B. Foster Company (the "Issuer"). 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. Vizi, 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. Vizi, Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners I. Legion Partners II directly owns these shares of Common Stock. 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 member of General Partner, and each of Messrs. Vizi, 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. Vizi, Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners II. Legion Partners Special II directly owns these shares of Common Stock. 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. Vizi, 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. Vizi, Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Special II. Legion Partners Asset Management directly owns these shares of Common Stock. Legion Partners Holdings is the sole member of Legion Partners Asset Management and each of Messrs. Vizi, Kiper and White are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, Legion Partners Holdings and Messrs. Vizi, Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Asset Management. Represents quarterly director cash retainer fees elected to be paid in stock. /s/ Bradley S. Vizi 2016-10-04 Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Bradley S. Vizi, Managing Member 2016-10-04 Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Bradley S. Vizi, Managing Member 2016-10-04 Legion Partners Special Opportunities, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Bradley S. Vizi, Managing Member 2016-10-04 Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Bradley S. Vizi, Managing Member 2016-10-04 Legion Partners Asset Management, LLC, By: /s/ Bradley S. Vizi, Managing Director 2016-10-04 Legion Partners Holdings, LLC, By: /s/ Bradley S. Vizi, Managing Member 2016-10-04 /s/ Christopher S. Kiper 2016-10-04 /s/ Raymond T. White 2016-10-04