Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Legion Partners Asset Management, LLC
  2. Issuer Name and Ticker or Trading Symbol
FOSTER L B CO [FSTR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
9401 WILSHIRE BLVD., SUITE 705, 
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2018
(Street)

BEVERLY HILLS, CA 90212
4. If Amendment, Date Original Filed(Month/Day/Year)
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 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)
Code V Amount (A) or (D) Price
Common Stock (1) 08/15/2018   J(6)   498,500 D (6) 610,733 I Legion Partners, L.P. I (2)
Common Stock (1)               105,757 I Legion Partners, L.P. II (3)
Common Stock (1)               324,114 I Legion Partners Special Opportunities L.P. II (4)
Common Stock (1)               11,398 I Legion Partners Asset Management, LLC (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

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

Signatures

 Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member   08/16/2018
**Signature of Reporting Person Date

 Legion Partners, L.P. I: By: Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member   08/16/2018
**Signature of Reporting Person Date

 Legion Partners, L.P. II: By: Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member   08/16/2018
**Signature of Reporting Person Date

 Legion Partners Special Opportunities, L.P. II: By: Legion Partners Asset Management, LLC: By: /s/ Christopher S. Kiper, Managing Member   08/16/2018
**Signature of Reporting Person Date

 Legion Partners, LLC: By: Legion Partners Holdings, LLC: By: /s/ Christopher S. Kiper, Managing Member   08/16/2018
**Signature of Reporting Person Date

 Legion Partners Holdings, LLC: By: /s/ Christopher S. Kiper, Managing Member   08/16/2018
**Signature of Reporting Person Date

 /s/ Christopher S. Kiper   08/16/2018
**Signature of Reporting Person Date

 /s/ Raymond T. White   08/16/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This Form 4 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"), Christopher S. Kiper and Raymond T. White (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owned 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) Represents securities beneficially owned by Legion Partners I. 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. 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. Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners I.
(3) Represents securities beneficially owned by Legion Partners II. 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 managing member of General Partner, and each of Messrs. 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. Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners II.
(4) Represents securities beneficially owned by Legion Partners Special II. 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. 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. Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Special II.
(5) Represents securities beneficially owned by Legion Partners Asset Management. 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. 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. Kiper and White may be deemed to have shared voting and dispositive power over the Common Stock owned by Legion Partners Asset Management.
(6) Represents a pro rata in-kind distribution for no consideration to the limited partners in Legion Partners I.

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