Sec Form 4 Filing - Clarke Sheilagh @ FOOT LOCKER, INC. - 2021-03-24

Insider filing report for Changes in Beneficial Ownership
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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
Clarke Sheilagh
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)
SVP, Gen. Counsel & Secretary
(Last) (First) (Middle)
C/O FOOT LOCKER, INC, 330 WEST 34TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/24/2021
(Street)
NEW YORK, NY10001
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 03/24/2021 A( 1 ) 5,446 A $ 0 25,681 D
Common Stock 03/24/2021 F( 2 ) 1,851 D $ 53.61 30,449 ( 3 ) ( 4 ) D
Common Stock 03/24/2021 F( 5 ) 940 D $ 53.61 32,231 ( 6 ) D
Common Stock 03/24/2021 A( 7 ) 2,260 A $ 0 19,773 D
Common Stock 2,005.7883 I 401(K) Plan
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) $ 53.61 03/24/2021 A 6,018 03/24/2022( 8 ) 03/24/2031 Common Stock 6,018 $ 0 6,018 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clarke Sheilagh
C/O FOOT LOCKER, INC
330 WEST 34TH STREET
NEW YORK, NY10001
SVP, Gen. Counsel & Secretary
Signatures
Anthony D. Foti, Attorney-in-Fact for Sheilagh Clarke 03/26/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents performance-based restricted stock units earned for the 2018-20 long-term incentive period, in connection with the Accelerate Future Growth award, as the performance conditions for this performance period were met and certified as of March 24, 2021.
( 2 )Shares withheld in payment of tax liability, in connection with the vesting of award of restricted stock units, as referenced in footnote number 1, which vested on March 24, 2021.
( 3 )Includes 3,595 net shares received on vesting of award on March 24, 2021.
( 4 )Includes 100 shares purchased through the Employee Stock Purchase Plan, dated June 1, 2020.
( 5 )Shares withheld in payment of tax liability, in connection with the vesting of a previously reported award of restricted stock units, which vested on March 24, 2021.
( 6 )Includes 1,782 net shares received on vesting of award on March 24, 2021.
( 7 )Restricted Stock Unit award under the Foot Locker 2007 Stock Incentive Plan, as amended and restated, which will vest on March 24, 2024, subject to the reporting person's continued employment through the vesting date.
( 8 )Option becomes exercisable in three equal annual installments, beginning March 24, 2022, 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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