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*
Gray Andrew

(Last) (First) (Middle)
330 WEST 34TH STREET

(Street)
NEW YORK NY 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 and CCO
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 1,002 D
Common Stock 11,808(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) 03/26/2015(2) 03/26/2025 Common Stock 1,400 45.08 D
Employee Stock Option (right to buy) 03/23/2016(3) 03/23/2026 Common Stock 2,500 61.11 D
Employee Stock Option (right to buy) 03/26/2017(4) 03/26/2027 Common Stock 6,336 63.79 D
Employee Stock Option (right to buy) 03/22/2018(5) 03/22/2028 Common Stock 6,419 72.83 D
Employee Stock Option (right to buy) 10/02/2018(6) 10/02/2028 Common Stock 25,606 34.75 D
Employee Stock Option (right to buy) 03/28/2019(7) 03/28/2018 Common Stock 6,073 44.78 D
Employee Stock Option (right to buy) 03/27/2020(8) 03/27/2029 Common Stock 4,365 58.94 D
Employee Stock Option (right to buy) 03/25/2021(9) 03/25/2030 Common Stock 14,922 21.6 D
Explanation of Responses:
1. Represents 4,570 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 7,238 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 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 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 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 March 22, 2018, which is the first anniversary of the date of grant.
6. Option granted on October 2, 2017, and vests in three equal annual installments, beginning October 2, 2018, which is the first anniversary of the date of grant.
7. Option granted on March 28, 2018, and vests in three equal annual installments, beginning March 28, 2019, which is the first anniversary of the date of grant.
8. Option granted on March 27, 2019, and vests in three equal annual installments, beginning March 27, 2020, which is the first anniversary of the date of grant.
9. Option granted on March 25, 2020, and vests in three equal annual installments, beginning 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.