Edgar Filing: FOSTER L B CO

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Legion Partners, L.P. I

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2016

3. Issuer Name and Ticker or Trading Symbol
FOSTER L B CO [FSTR]

(Last)

(First)

(Middle)

9401 WILSHIRE BLVD.,Â SUITE 705

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)
08/15/2016

(Street)

BEVERLY HILLS,Â CAÂ 90212

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾	604,931	I	By: Legion Partners, L.P. I ⁽²⁾
Common Stock ⁽¹⁾	108,856	I	By: Legion Partners, L.P. II ⁽³⁾
Common Stock ⁽¹⁾	318,861	I	By: Legion Partners Special Opportunities, L.P. II ⁽⁴⁾
Common Stock ⁽¹⁾	8,179	I	By: Legion Partners Asset Management, LLC ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Legion Partners, L.P. I 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS,Â CAÂ 90212	Â	Â X	Â	Â
Legion Partners, L.P. II 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS,Â CAÂ 90212	Â	Â X	Â	Â
Legion Partners Special Opportunities, L.P. II 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS,Â CAÂ 90212	Â	Â X	Â	Â
Legion Partners, LLC 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS,Â CAÂ 90212	Â	Â X	Â	Â
Legion Partners Asset Management, LLC 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS,Â CAÂ 90212	Â	Â X	Â	Â
Legion Partners Holdings, LLC 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS,Â CAÂ 90212	Â	Â X	Â	Â
Kiper Christopher S 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS,Â CAÂ 90212	Â	Â X	Â	Â
White Raymond T. 9401 WILSHIRE BLVD. SUITE 705 BEVERLY HILLS,Â CAÂ 90212	Â	Â X	Â	Â

Signatures

Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Bradley S. Vizi, Managing Member		08/17/2016
^**Signature of Reporting Person		Date
Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Bradley S. Vizi, Managing Member		08/17/2016
^**Signature of Reporting Person		Date
Legion Partners Special Opportunities, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Bradley S. Vizi, Managing Member		08/17/2016
^**Signature of Reporting Person		Date
Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Bradley S. Vizi, Managing Member		08/17/2016
^**Signature of Reporting Person		Date
Legion Partners Asset Management, LLC, By: /s/ Bradley S. Vizi, Managing Director		08/17/2016
^**Signature of Reporting Person		Date
Legion Partners Holdings, LLC, By: /s/ Bradley S. Vizi, Managing Member		08/17/2016
^**Signature of Reporting Person		Date
/s/ Christopher S. Kiper		08/17/2016
^**Signature of Reporting Person		Date
/s/ Raymond White		08/17/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This Form 3 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 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.
(2)	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 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.
(3)	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 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.
(4)	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 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.
(5)	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 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.
Â Remarks: TheÂ purposeÂ ofÂ thisÂ AmendmentÂ toÂ theÂ FormÂ 3Â filedÂ onÂ AugustÂ 15,Â 2016Â isÂ toÂ setÂ forthÂ inÂ BoxÂ 1Â theÂ nameÂ andÂ addressÂ ofÂ eachÂ ofÂ LegionÂ Partners,Â LLC,Â LegionÂ PartnersÂ Holdings,Â LLC,Â andÂ RaymondÂ White.

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