SEC Form 4 · accession 0001560207-16-000016
FOSTER L B CO · FSTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
Christopher S Kiper
Director · 10% Owner
Bradley Vizi
Director · 10% Owner
Legion Partners Asset Management, LLC
Director · 10% Owner
Legion Partners, L.P. I
Director · 10% Owner
Legion Partners, L.P. II
Director · 10% Owner
Legion Partners Special Opportunities, L.P. II
Director · 10% Owner
Legion Partners Holdings, LLC
Director · 10% Owner
Legion Partners, LLC
Director · 10% Owner
Raymond T. White
Director · 10% Owner
Period of report
Sep 30, 2016
Accepted (ET)
Oct 4, 2016 · 4:51 pm EDT
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 StockF6 | Sep 30, 2016 | P | 1,145 | $12.01 | A | 1,145 | D | |
| Common StockF1,F2 | holding | — | — | — | 801,209 | I | Legion Partners, L.P. I | |
| Common StockF1,F3 | holding | — | — | — | 108,856 | I | Legion Partners, L.P. II | |
| Common StockF1,F4 | holding | — | — | — | 318,861 | I | Legion Partners Special Opportunities L.P. II | |
| Common StockF1,F5 | holding | — | — | — | 8,179 | I | Legion Partners Asset Management, LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This 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.
- F2Legion 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.
- F3Legion 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.
- F4Legion 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.
- F5Legion 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.
- F6Represents quarterly director cash retainer fees elected to be paid in stock.