SEC Form 4 · accession 0000921895-16-003473

FOSTER L B CO · FSTR

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Bradley Vizi

Director

Period of report

Feb 19, 2016

Accepted (ET)

Feb 22, 2016 · 7:08 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000352825

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F4,F3	Feb 19, 2016	O	1,500	$12.50	A	318,861	I	By: Legion Partners Special Opportunities, L.P. II
Common Stock	holding	—	—		—	400	D
Common Stock^F1	holding	—	—		—	559,919	I	By: Legion Partners, L.P. I
Common Stock^F2	holding	—	—		—	108,856	I	By: Legion Partners, L.P. II

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Put Option (obligation to buy)^F5	$12.50	Feb 19, 2016	O	400	D	—	Feb 19, 2016	Common Stock	40,000	0	I

Explanation of responses

F1Legion Partners, L.P. I ("Legion Partners I") directly owns these shares of common stock ("Common Stock") of L.B. Foster Company (the "Issuer"). Legion Partners, LLC is the general partner of Legion Partners I, Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), is the investment advisor of Legion Partners I and Legion Partners Holdings, LLC ("Legion Partners Holdings") is the sole member of Legion Partners Asset Management and a managing member of Legion Partners, LLC. As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Mr. Vizi may be deemed to beneficially own the shares of common stock owned directly by Legion Partners I. Mr. Vizi expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F2Legion Partners, L.P. II ("Legion Partners II") directly owns these shares of Common Stock. Legion Partners, LLC is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II and Legion Partners Holdings is the sole member of Legion Partners Asset Management and a managing member of Legion Partners, LLC. As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Mr. Vizi may be deemed to beneficially own the shares of common stock owned directly by Legion Partners II. Mr. Vizi expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F3Legion Partners Special Opportunities, L.P. II ("Legion Partners Special II"), directly owns these shares of Common Stock. Legion Partners, LLC is the general partner of Legion Partners Special II, Legion Partners Asset Management is the investment advisor of Legion Partners Special II and Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of Legion Partners, LLC. As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Mr. Vizi may be deemed to beneficially own the shares of common stock owned directly by Legion Partners Special II. Mr. Vizi expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F4Represents the assignment of 15 put options described in Table II.
F5Legion Partners Special II wrote 400 american-style put options, 250 put options exercisable on 12/31/2015 and 150 put options exercisable on 01/06/2015 up and until the expiration date on February 19, 2016. On February 19, 2016, 15 put options were exercised and the remainder were terminated in accordance with their term.