SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HASSELBUSCH STAN L

(Last)

(First)

(Middle)

L.B. FOSTER COMPANY

415 HOLIDAY DRIVE

(Street)

PITTSBURGH

15220

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								25,040.328	I	Approximate shares in 401(k) trust
Common Stock								41,317	D
Common	03/15/2011		C		7,231⁽⁷⁾	A	⁽¹⁾	48,548	D
Common	03/15/2011		F		2,141	D	⁽¹⁾	46,407	D
Common Stock								2,847⁽²⁾	D
Common Stock								5,386⁽³⁾	D
Common Stock								4,253⁽⁴⁾	D
Common Stock								2,500⁽⁵⁾	D
Common	03/15/2011		A		3,106⁽⁶⁾	A	⁽¹⁾	3,106⁽⁶⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common	⁽¹⁾		16,156⁽⁸⁾	D
Performance Share Units	⁽¹⁾							⁽¹⁾	⁽¹⁾	Common	⁽¹⁾		12,760⁽⁹⁾	D
Performance Share Units	⁽¹⁾	03/15/2011		A		9,317⁽¹⁰⁾		⁽¹⁾	⁽¹⁾	Common	⁽¹⁾	⁽¹⁾	9,317⁽¹⁰⁾	D
Special Performance Share Units	⁽¹⁾	03/15/2011		A		1,500⁽¹¹⁾		⁽¹⁾	⁽¹⁾	Common	⁽¹⁾	⁽¹⁾	1,500⁽¹¹⁾	D
Performance Share Units	⁽¹⁾	03/15/2011		D			8,540⁽⁷⁾	⁽¹⁾	⁽¹⁾	Common	7,231	⁽¹⁾	0	D

Explanation of Responses:

1. Not applicable.

2. Not vested and non-voting until March 6, 2012.

3. Not vested and non-voting until March 4, 2013.

4. Not vested and non-voting until March 3, 2014.

5. Not vested and non-voting until March 1, 2012.

6. Not vested until March 15, 2015.

7. Performance share units converted into common stock based on Company's performance against financial metric for calendar year 2008-2010, inclusive.

8. (0 - 32,312 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2009-2011, inclusive. Stock awarded shall range from 0 - 2 for each performance share unit.

9. (0 - 25,520 shares). Performance share units will convert into common stock based on Company's performance against financial metric for calendar year 2010 - 2012, inclusive. Stock awarded shall range from 0 - 2 for each performance share unit.

10. (0 - 18634 shares). Performance share units will convert into common stock based on Company's performance against financial metric 2011-2013, inclusive. Stock awarded shall range from 0-2 for each performance share unit.

11. (0 - 3000 shares). Special Performance Share Units will convert into common stock based on subsidiary performance againsst financial metric in 2011. Stock award shall range from 0-2 for each performance share unit.

Remarks:

	/s/ Deborah J. Foster, attorney-in-fact	03/17/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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