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^*

Bracken Franklin

(Last)

(First)

(Middle)

330 WEST 34TH STREET

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2020

3. Issuer Name and Ticker or Trading Symbol
FOOT LOCKER, INC. [ FL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive VP CEO North America

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	452	D
Common Stock	$8,508⁽¹⁾	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)
Employee Stock Option (right to buy)	03/26/2015⁽²⁾	08/26/2024	Common Stock	1,400	45.08	D
Employee Stock Option (right to buy)	03/25/2016⁽³⁾	03/25/2025	Common Stock	1,250	62.11	D
Employee Stock Option (right to buy)	03/23/2017⁽⁴⁾	03/23/2026	Common Stock	6,336	63.79	D
Employee Stock Option (right to buy)	03/22/2018⁽⁵⁾	03/22/2027	Common Stock	6,419	72.83	D
Employee Stock Option (right to buy)	03/28/2019⁽⁶⁾	03/28/2028	Common Stock	4,049	44.78	D
Employee Stock Option (right to buy)	03/27/2020⁽⁷⁾	03/27/2029	Common Stock	4,365	58.94	D
Employee Stock Option (right to buy)	03/25/2021⁽⁸⁾	03/25/2030	Common Stock	14,922	21.6	D

Explanation of Responses:

1. Represents 1,828 performance-based restricted stock units earned for the 2018-19 long term incentive period, which will vest on March 25, 2021, and are payable solely in shares of the Company's common stock, and 6,680 time- based restricted stock units awarded under the Foot Locker 2007 Stock Incentive Plan, as amended and restated, which will vest subject to the reporting person's continued employment through the vesting dates.

2. Option granted on March 26, 2014, and vested in three equal annual installments, beginning on March 26, 2015, which is the first anniversary of the date of grant.

3. Option granted on March 25, 2015, and vested in three equal annual installments, beginning on March 25, 2016, which is the first anniversary of the date of grant.

4. Option granted on March 23, 2016, and vested in three equal annual installments, beginning on March 23, 2017, which is the first anniversary of the date of grant.

5. Option granted on March 22, 2017, and vested in three equal annual installments, beginning on March 22, 2018, which is the first anniversary of the date of grant.

6. Option granted on March 28, 2018, and vests in three equal annual installments, beginning on March 28, 2019, which is the first anniversary of the date of grant.

7. Option granted on March 27, 2019, and vests in three equal annual installments, beginning on March 27, 2020, which is the first anniversary of the date of grant.

8. Option granted on March 25, 2020, and vests in three equal annual installments, beginning on March 25, 2021, which is the first anniversary of the date of grant.

	/s/ Anthony D. Foti, Attorney-in-Fact for Franklin Bracken	08/03/2020
	** 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.