SEC Form 4 · accession 0001560207-18-000018
FOSTER L B CO · FSTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Period of report
May 18, 2018
Accepted (ET)
May 22, 2018 · 4:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000352825
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call OptionF5,F2,F1 | $25.00 | May 18, 2018 | S | 16 | D | May 18, 2018 | Aug 17, 2018 | Common Stock | 1,600 | 16 | I |
| Call OptionF5,F2,F1 | $25.00 | May 21, 2018 | S | 187 | D | May 21, 2018 | Aug 17, 2018 | Common Stock | 18,700 | 203 | I |
| Call OptionF5,F3,F1 | $25.00 | May 18, 2018 | S | 1 | D | May 18, 2018 | Aug 17, 2018 | Common Stock | 100 | 1 | I |
| Call OptionF5,F3,F1 | $25.00 | May 21, 2018 | S | 18 | D | May 21, 2018 | Aug 17, 2018 | Common Stock | 1,800 | 19 | I |
| Call OptionF5,F4,F1 | $25.00 | May 18, 2018 | S | 5 | D | May 18, 2018 | Aug 17, 2018 | Common Stock | 500 | 5 | I |
| Call OptionF5,F4,F1 | $25.00 | May 21, 2018 | S | 54 | D | May 21, 2018 | Aug 17, 2018 | Common Stock | 5,400 | 59 | I |
| Call OptionF5,F2,F1 | $25.00 | May 22, 2018 | S | 125 | D | May 22, 2018 | Aug 17, 2018 | Common Stock | 12,500 | 328 | I |
| Call OptionF5,F3,F1 | $25.00 | May 22, 2018 | S | 12 | D | May 22, 2018 | Aug 17, 2018 | Common Stock | 1,200 | 31 | I |
| Call OptionF5,F4,F1 | $25.00 | May 22, 2018 | S | 36 | D | May 22, 2018 | Aug 17, 2018 | Common Stock | 3,600 | 95 | I |
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"), 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 sold short these call options which create the obligation to sell shares of common stock ("Common Stock") of LB Foster Company (the "Issuer") subject to the option. 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.
- F3Legion Partners II sold short these call options which create the obligation to sell shares of common stock of the Issuer subject to the option. 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 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.
- F4Legion Partners Special II sold short these call options which create the obligation to sell shares of common stock of the Issuer subject to the option. 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.
- F5Represents an Obligation to sell the equity securities subject to the option.