Fifty-three players on the 49ers 90-man offseason roster are brand new to the club while first-time coach Kyle Shanahan and general manager John Lynch have been busy overhauling.

Here we’ll take look at the positions most heavily upgraded positions from 2016 when San Francisco finished with the second-worst record in the NFL at 2-14.

Linebacker

LB Reuben Foster (Kevin C. Cox/Getty Images)

In

Reuben Foster
Malcolm Smith
Brock Coyle

Out

Gerald Hodges
Michael Wilhoite
Nick Bellore

–The 49ers had to find ways to upgrade at linebacker after allowing the most yards rushing in franchise history last season. So Lynch added one of their priciest free agents in Super Bowl XLVIII most valuable player Malcolm Smith and traded up three spots in the NFL draft to take Foster at the end of Round 1.

Smith has worked with the first team alongside NaVorro Bowman throughout the offseason program while Foster has been limited to individual drills following surgery to repair a torn rotator cuff in his right shoulder. Shanahan expects Foster to be fully cleared for contact when the pads come in training camp, which should make for an intriguing battle to start at WILL linebacker.

Coyle, like Smith, has experience in the new Seahawks-style 4-3 defense and is expected to be one of the team’s best special teamers. He’ll compete with incumbent Ray-Ray Armstrong for a role as a reserve.