SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sauder David R

(Last)

(First)

(Middle)

415 HOLIDAY DRIVE

(Street)

PITTSBURGH

15220

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/03/2008

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President-Business Dev

5. 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 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⁾	7,978⁽²⁾	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Share Units	⁽³⁾	⁽³⁾	Common Stock	⁽³⁾	⁽³⁾	D
Performance Share Units	⁽⁴⁾	⁽⁴⁾	Common Stock	⁽⁴⁾	⁽⁴⁾	D
Performance Share Units	⁽⁵⁾	⁽⁵⁾	Common Stock	⁽⁵⁾	⁽⁵⁾	D
Performance Share Units	⁽⁶⁾	⁽⁶⁾	Common Stock	⁽⁶⁾	⁽⁶⁾	D

Explanation of Responses:

1. On November 3, 2008, the Reporting Person attempted to file his initial Form 3 related to the Issuer via EDGAR, however, the Reporting Person and the Issuer have recently learned that the Form 3 was never accepted by the SEC due to a technical error, although a Form 4 filed by the Reporting Person on the same day was accepted. This Form 3 is being promptly filed to remedy that issue. The amount and type of securities beneficially owned by the Reporting Person shown in Table I and Table II of this Form 3 are the amount and type owned as of November 3, 2011, the date this Form 3 was accepted by the SEC. As of the date this Form 3 was initially submitted for filing, November 3, 2008, the Reporting Person beneficially owned no securities of the Issuer. The Reporting Person has made all other required filings on a timely basis with respect to his security ownership in the Issuer.

2. This amount includes restricted shares, which were previously awarded to the reporting person by the Issuer under the Issuer's 2006 Omnibus Incentive Plan and also includes one additional share of Common Stock that was not reported on the Nov. 5, 2010 Form 4 filing due to an administrative error.

3. (0-4524 shares). Performance Share Units will convert into Common Stock based on the Company's performance against financial metrics for calendar year 2009-2011, inclusive. Stock awarded shall range from 0 - 2 shares for each Performance Unit.

4. (0-3572 shares). Performance Share Units will convert into Common Stock based on the Company's performance against financial metrics for calendar year 2010-2012, inclusive. Stock awarded shall range from 0 - 2 shares for each Performance Unit.

5. (0-3726 shares). Performance Share Units will convert into Common Stock based on the Company's performance against financial metrics for calendar year 2011-2013, inclusive. Stock awarded shall range from 0 - 2 shares for each Performance Unit.

6. (0-2000 shares). Performance Share Units will convert into Common Stock based on subsidiary performance against financial metric in 2011. Stock award shall range from 0 - 2 shares of Common Stock for each Performance Unit.

Remarks:

	Joseph S. Cancilla, attorney-in-fact	11/03/2011
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.