Legion Partners Asset Management SC 13D/A FOSTER L B / Legion Partners Asset Management ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 11)¹

L.B. Foster Company

(Name of Issuer)

Common Stock, Par Value $0.01

(Title of Class of Securities)

350060109

(CUSIP Number)

CHRISTOPHER S. KIPER

LEGION PARTNERS ASSET MANAGEMENT, LLC

12121 Wilshire Blvd, Suite 1240

Los Angeles, CA 90025

(424) 253-1773

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 29, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see theNotes).

CUSIP No. 350060109


	1	NAME OF REPORTING PERSON

			Legion Partners, L.P. I
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					610,733
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					610,733
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			610,733
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			5.78%
	14	TYPE OF REPORTING PERSON

			PN

CUSIP No. 350060109


	1	NAME OF REPORTING PERSON

			Legion Partners, L.P. II
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					105,757
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					105,757
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			105,757
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			1.00%
	14	TYPE OF REPORTING PERSON

			PN

CUSIP No. 350060109


	1	NAME OF REPORTING PERSON

			Legion Partners Special Opportunities, L.P. II
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					318,213
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					318,213
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			318,213
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			3.01%
	14	TYPE OF REPORTING PERSON

			PN

CUSIP No. 350060109


	1	NAME OF REPORTING PERSON

			Legion Partners, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,034,703
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,034,703
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,034,703
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			9.79%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP No. 350060109


	1	NAME OF REPORTING PERSON

			Legion Partners Asset Management, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,046,101
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,046,101
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,046,101
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			9.89%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP No. 350060109


	1	NAME OF REPORTING PERSON

			Legion Partners Holdings, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,046,101
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,046,101
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,046,101
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			9.89%
	14	TYPE OF REPORTING PERSON

			OO

CUSIP No. 350060109


	1	NAME OF REPORTING PERSON

			Christopher S. Kiper
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,046,101
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,046,101
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,046,101
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			9.89%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 350060109


	1	NAME OF REPORTING PERSON

			Raymond White
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐

	3	SEC USE ONLY


	4	SOURCE OF FUNDS

			AF, OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐


	6	CITIZENSHIP OR PLACE OF ORGANIZATION

			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					1,046,101
PERSON WITH			9	SOLE DISPOSITIVE POWER

					- 0 -
			10	SHARED DISPOSITIVE POWER

					1,046,101
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

			1,046,101
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐


	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

			9.89%
	14	TYPE OF REPORTING PERSON

			IN

CUSIP No. 350060109

The following constitutes Amendment No. 11 to the Schedule 13D filed by the undersigned (“Amendment No. 11”). This Amendment No. 11 amends the Schedule 13D as specifically set forth herein.

Item 5.

Interest in Securities of the Issuer.

Items 5 (a)-(c) are hereby amended and restated in its entirety as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 10,572,890 Shares outstanding as of February 19, 2020, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on February 27, 2020.

Legion Partners I

(a)

As of the close of business on May 1, 2020, Legion Partners I beneficially owned 610,733 Shares.

Percentage: Approximately 5.78%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 610,733
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 610,733

(c)

The transactions in the Shares by Legion Partners I during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

CUSIP No. 350060109

Legion Partners II

(a)

As of the close of business on May 1, 2020, Legion Partners II beneficially owned 105,757 Shares.

Percentage: Approximately 1.00%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 105,757
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 105,757

(c)

The transactions in the Shares by Legion Partners II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

Legion Partners Special II

(a)

As of the close of business on May 1, 2020, Legion Partners Special II beneficially owned 318,213 Shares.

Percentage: Approximately 3.01%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 318,213
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 318,213

(c)

The transactions in the Shares by Legion Partners Special II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

Legion Partners, LLC

(a)

As the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special II, Legion Partners, LLC may be deemed the beneficial owner of the (i) 610,733 Shares owned by Legion Partners I, (ii) 105,757 Shares owned by Legion Partners II, and (iii) 318,213 Shares owned by Legion Partners Special II.

Percentage: Approximately 9.79%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,034,703
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,034,703

(c)

Legion Partners, LLC has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

CUSIP No. 350060109

Legion Partners Asset Management

(a)

As of the close of business on May 1, 2020, Legion Partners Asset Management beneficially owned 11,398 Shares. Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special II, may also be deemed the beneficial owner of the (i) 610,733 Shares owned by Legion Partners I, (ii) 105,757 Shares owned by Legion Partners II, and (iii) 318,213 Shares owned by Legion Partners Special II.

Percentage: Approximately 9.89%

(b)

1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,046,101
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,046,101

(c)

Legion Partners Asset Management has not entered into any transactions during the past sixty days. The transactions in the Shares on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

Legion Partners Holdings

(a)

Legion Partners Holdings, as the sole member of Legion Partners Asset Management and managing member of Legion Partners, LLC, may be deemed the beneficial owner of the (i) 610,733 Shares owned by Legion Partners I, (ii) 105,757 Shares owned by Legion Partners II, (iii) 318,213 Shares owned by Legion Partners Special II, and (iv) 11,398 Shares beneficially owned by Legion Partners Asset Management.

Percentage: Approximately 9.89%

(b)

(c)

Legion Partners Holdings has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

Messrs. Kiper and White

(a)

Each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 610,733 Shares owned by Legion Partners I, (ii) 105,757 Shares owned by Legion Partners II, (iii) 318,213 Shares owned by Legion Partners Special II, and (iv) 11,398 Shares beneficially owned by Legion Partners Asset Management.

Percentage: Approximately 9.89%

CUSIP No. 350060109

(b)

(c)

Neither Mr. Kiper nor Mr. White has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

The filing of this Amendment No. 11 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated to read as follows:

Legion Partners I has sold short in over the counter market American-style call options referencing an aggregate of 87,400 Shares, which have an exercise price of $20.00 and expire on May 15, 2020. Legion Partners I has also sold short in over the counter market American-style call options referencing an aggregate of 124,600 Shares, which have an exercise price of $15.00 and expire on August 21, 2020, as set forth on Exhibit A, which is incorporated herein by reference.

Legion Partners II has sold short in over the counter market American-style call options referencing an aggregate of 15,100 Shares, which have an exercise price of $20.00 and expire on May 15, 2020. Legion Partners II has also sold short in over the counter market American-style call options referencing an aggregate of 21,600 Shares, which have an exercise price of $15.00 and expire on August 21, 2020, as set forth on Exhibit A, which is incorporated herein by reference.

Legion Partners Special II has sold short in over the counter market American-style call options referencing an aggregate of 45,400 Shares, which have an exercise price of $20.00 and expire on May 15, 2020. Legion Partners Special II has also sold short in over the counter market American-style call options referencing an aggregate of 65,000 Shares, which have an exercise price of $15.00 and expire on August 21, 2020, as set forth on Exhibit A, which is incorporated herein by reference.

CUSIP No. 350060109

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 1, 2020

Legion Partners, L.P. I

By:	Legion Partners Asset Management, LLC
	Investment Advisor

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners, L.P. II

By:	Legion Partners Asset Management, LLC
	Investment Advisor

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners Special Opportunities, L.P. II

By:	Legion Partners Asset Management, LLC
	Investment Advisor

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

Legion Partners, LLC

By:	Legion Partners Holdings, LLC
	Managing Member

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Member

Legion Partners Asset Management, LLC

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Director

CUSIP No. 350060109

Legion Partners Holdings, LLC

By:	/s/ Christopher S. Kiper
	Name:	Christopher S. Kiper
	Title:	Managing Member



	/s/ Christopher S. Kiper
	Christopher S. Kiper


	/s/ Raymond White
	Raymond White

CUSIP No. 350060109

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Nature of the Transaction

Amount of Securities

Purchased / (Sold)

Price Per

Share($)

Date of

Purchase / Sale

Legion Partners, L.P. I

Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(41)	$2.0114	04/09/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(14)	$2.2125	04/14/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(36)	$2.0000	04/15/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(15)	$2.2000	04/17/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(483)	$1.7501	04/28/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(508)	$1.7582	04/29/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(149)	$1.7500	04/30/2020

Legion Partners, L.P. II

Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(7)	$2.0114	04/09/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(3)	$2.2125	04/14/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(6)	$2.0000	04/15/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(2)	$2.2000	04/17/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(84)	$1.7501	04/28/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(88)	$1.7582	04/29/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(26)	$1.7500	04/30/2020

Legion Partners SPECIAL OPPORTUNITIES, L.P. II

Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(22)	$2.0114	04/09/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(7)	$2.2125	04/14/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(19)	$2.0000	04/15/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(7)	$2.2000	04/17/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(252)	$1.7501	04/28/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(265)	$1.7582	04/29/2020
Short Sale of August 2020 Call Option ($15.00 Strike Price)*	(78)	$1.7500	04/30/2020

____________________

*Represents American-style call options sold short in the over-the-counter market with an expiration date of August 21, 2020.

Legion Partners Asset Management SC 13D/AFOSTER L B / Legion Partners Asset Management ownership change