0001560207-18-000010.txt : 20180413 0001560207-18-000010.hdr.sgml : 20180413 20180413171002 ACCESSION NUMBER: 0001560207-18-000010 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180412 FILED AS OF DATE: 20180413 DATE AS OF CHANGE: 20180413 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: 18754969 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: 18754968 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 Asset Management, LLC CENTRAL INDEX KEY: 0001560207 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 18754972 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: 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: 18754966 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: 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: 18754967 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: 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: 18754965 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, 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: 18754971 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, 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: 18754970 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 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 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2018-04-12 0 0000352825 FOSTER L B CO FSTR 0001560207 Legion Partners Asset Management, LLC 9401 WILSHIRE BLVD., SUITE 705 BEVERLY HILLS CA 90212 0 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 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 2018-04-12 4 P 0 6723 25.13 D 1135027 I Legion Partners, L.P. I Common Stock 2018-04-13 4 P 0 793 25.08 D 1134234 I Legion Partners, L.P. I Common Stock 2018-04-12 4 P 0 641 25.13 D 108215 I Legion Partners, L.P. II Common Stock 2018-04-13 4 P 0 75 25.08 D 108140 I Legion Partners, L.P. II Common Stock 2018-04-12 4 P 0 1965 25.13 D 331652 I Legion Partners Special Opportunities L.P. II Common Stock 2018-04-13 4 P 0 232 25.08 D 331420 I Legion Partners Special Opportunities L.P. II Common Stock 11398 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"), 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. 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. 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. 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. 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. 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. 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. 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. Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Asset Management. The transactions reported were effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Persons on March 14, 2018. Accordingly, the Reporting Persons had no discretion with regard to the timing of the transactions. Legion Partners Asset Management, LLC 2018-04-13 Legion Partners, L.P. I 2018-04-13 Legion Partners, L.P. II 2018-04-13 Legion Partners Special Opportunities, L.P. II 2018-04-13 Legion Partners, LLC 2018-04-13 Legion Partners Asset Management, LLC 2018-04-13 Legion Partners Holdings, LLC 2018-04-13 /s/ Christopher S. Kiper 2018-04-13 /s/ Raymond T. White 2018-04-13