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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 4/5/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 352825 |
| Issuer Name: FOSTER L B CO |
| Issuer Trading Symbol: FSTR |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1375886 |
| | Owner Name: Kelly Brian H |
| Reporting Owner Address: |
| | Owner Street 1: L.B. FOSTER COMPANY |
| | Owner Street 2: 415 HOLIDAY DRIVE, SUITE 100 |
| | Owner City: PITTSBURGH |
| | Owner State: PA |
| | Owner ZIP Code: 15220 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: EVP HR & Administration |
| | Other Text: |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/5/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,666 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 71,579 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/5/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 707 |
| | | Transaction Price Per Share: |
| Value: 27.17 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 70,872 |
| Footnote ID: F2 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 531 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: L.B. Foster Company 401(k) Plan Shares |
Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Performance Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 2/28/26 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 3,333 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 3,333 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Performance Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F4 |
| | Transaction Date: |
| | | Value: 4/5/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,666 |
| Footnote ID: F5 |
| | | Transaction Price Per Share: |
| Value: 27.17 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 2/28/26 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 1,666 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,667 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: This amount represents fifty percent of the Performance-based stock unit award granted on 3/31/21 and earned on 4/5/24. |
| Footnote - F2: Includes 5,327 Performance Restricted Stock Units earned under the 2022-2024 Long Term Incentive Plan granted on 2/17/22; those 5,327 Performance Restricted Stock Units will settle at the end of the 2022-2024 performance period on December 31, 2024, upon certification by the Compensation Committee. |
| Footnote - F3: Includes 8,522 Performance Restricted Stock Units earned under the 2023-2025 Long Term Incentive Plan granted on 2/14/23; those 8,522 Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2025, upon certification by the Compensation Committee. |
| Footnote - F4: Performance-based stock unit award which expires on 2/28/26, 5 years after the grant date. Fifty percent of the award, or 1,666 shares, may be earned when the consecutive 30 day average closing stock price per share of the Company's common stock on the Nasdaq Stock Market is $25.00 per share or more and is generally subject to continued employment with the Company until the third anniversary of the grant date. The remaining 50% of the award, or 1,667 shares, may be earned when the consecutive 30 day average closing stock price per share of the Company's common stock on the Nasdaq Stock Market is $30.00 per share or more and is generally subject to continued employment with the Company until the third anniversary of the grant date. If either or both of these measures are achieved after the third anniversary of the grant date, the shares will be issued upon attainment of such stock price goals and if the grantee is employed by the Company on the date of attainment of such goals. |
| Footnote - F5: This amount represents fifty percent of the Performance-based stock unit award granted on 3/31/21 and earned on 4/5/24. The remaining fifty percent of the same award may be earned until 2/28/26, the award's expiration date. |
Remarks: |
Owner Signature: |
| Signature Name: /s/ Brian H. Kelly by Judith Balog, attorney-in-fact |
| Signature Date: 4/9/24 |