X0306 4/A 2017-09-30 2017-10-04 0 0000352825 FOSTER L B CO FSTR 0001556313 Vizi Bradley 9401 WILSHIRE BLVD, SUITE 705 BEVERLY HILLS CA 90212 1 0 1 0 0001595909 Legion Partners, L.P. I 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS CA 90212 0 0 1 0 0001618783 Legion Partners, L.P. II 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS CA 90212 0 0 1 0 0001661189 Legion Partners Special Opportunities, L.P. II 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS CA 90212 0 0 1 0 0001682390 Legion Partners, LLC 9401 WILSHIRE BLVD., SUITE 705 BEVERLY HILLS CA 90212 0 0 1 0 0001560207 Legion Partners Asset Management, LLC 9401 WILSHIRE BLVD., SUITE 705 BEVERLY HILLS CA 90212 0 0 1 0 0001682389 Legion Partners Holdings, LLC 9401 WILSHIRE BLVD., SUITE 705 BEVERLY HILLS CA 90212 0 0 1 0 0001432744 Kiper Christopher S 9401 WILSHIRE BLVD, SUITE 705 BEVERLY HILLS CA 90212 0 0 1 0 0001682494 White Raymond T. 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS CA 90212 0 0 1 0 Common Stock 1141750 I Legion Partners, L.P. I Common Stock 108856 I Legion Partners, L.P. II Common Stock 333617 I Legion Partners Special Opportunities L.P. II Common Stock 11398 I Legion Partners Asset Management, LLC Common Stock 2017-09-30 4 A 0 549 22.75 A 0 D 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"). As of the transaction date set forth above, 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 of the transaction date set forth above. 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, as of the transaction date set forth above. 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 of the transaction date set forth above. 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, as of the transaction date set forth above. 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 of the transaction date set forth above. 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, as of the transaction date set forth above. 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 of the transaction date set forth above. 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, as of the transaction date set forth above. This reflects deferred stock units acquired as a result of an election to receive quarterly director cash fees in equity. /s/ Bradley S. Vizi 2017-10-05 Legion Partners, L.P. I By: Legion Partners Asset Management, LLC, By: /s/ Bradley S. Vizi 2017-10-05 Legion Partners, L.P. II By: Legion Partners Asset Management, LLC, By: /s/ Bradley S. Vizi 2017-10-05 Legion Partners Special Opportunities, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Bradley S. Vizi 2017-10-05 Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Bradley S. Vizi 2017-10-05 Legion Partners Asset Management, LLC, By: /s/ Bradley S. Vizi 2017-10-05 Legion Partners Holdings, LLC, By: /s/ Bradley S. Vizi 2017-10-05 /s/ Christopher S. Kiper 2017-10-05 /s/ Raymond T. White 2017-10-05