Sec Form 4 Filing - PETERS LAUREN B @ FOOT LOCKER INC - 2016-03-23

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 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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1. Name and Address of Reporting Person PETERS LAUREN B 2. Issuer Name and Ticker or Trading Symbol FOOT LOCKER INC [ FL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer (Last) (First) (Middle) FOOT LOCKER, INC., 112 WEST 34TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2016 (Street) NEW YORK,, NY10120 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/23/2016 A( 1 ) 7,657 A $ 0 7,657 D Common Stock 03/23/2016 A( 2 ) 18,812 A $ 0 18,812 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Employee Stock Option (right to buy) $ 63.79 03/23/2016 A 28,510 03/23/2017( 3 ) 03/23/2026 Common Stock 28,510 $ 0 28,510 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PETERS LAUREN B FOOT LOCKER, INC. 112 WEST 34TH STREET NEW YORK,, NY10120 EVP & Chief Financial Officer Signatures Sheilagh M. Clarke, Attorney-in-Fact for Lauren B. Peters 03/25/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents performance-based restricted stock units earned for the 2014-15 long-term incentive period, as the performance conditions for this performance period were met and certified as of March 23, 2016. The restricted stock units will vest on March 26, 2017 and are payable solely in shares of the Company's common stock. ( 2 )Restricted stock unit award under the Foot Locker 2007 Stock Incentive Plan, as amended and restated, which will vest in two equal annual installments, beginning March 23, 2019, subject to the reporting person's continued employment through the vesting date. ( 3 )Option becomes exercisable in three equal annual installments, beginning March 23, 2017, which is the first anniversary of the date of grant.

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 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).

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