Sec Form 3 Filing - EP Equity Investment S.a.r.l @ FOOT LOCKER, INC. - 2021-04-26

FORM 3 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 EP Equity Investment S.a.r.l 2. Issuer Name and Ticker or Trading Symbol FOOT LOCKER, INC. [ FL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 39 AVENUE JOHN F. KENNEDY 3. Date of Earliest Transaction (MM/DD/YY) 04/26/2021 (Street) LUXEMBOURG, N4L-1855 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 12,938,925 I ( 1 ) See footnote ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EP Equity Investment S.a.r.l 39 AVENUE JOHN F. KENNED Y LUXEMBOURG, N4L-1855 X Signatures /s/ Jan Bilek, as authorized signatory of EP Equity Investment S.a r.l. 05/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 27, 2021, as a result of an internal restructuring, EP Equity Investment S.a.r.l. (the "reporting person") became an indirect beneficial owner of the shares of the Issuer's common stock reported herein, as the sole shareholder of Vesa Equity Investment S.a.rl. ("Vesa"), which continues to be the direct holder of such shares. EP Investment S.a.r.l. ("EP Investment"), as the principal shareholder of the reporting person, and Daniel Kretinsky, as the ultimate beneficial owner of EP Investment, continue to indirectly beneficially own such shares. No consideration or other value was transferred to or from the reporting person, Vesa, EP Investment or Mr. Kretinsky in the restructuring. The reporting person disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

Remarks: See Exhibits 24.1 - Power of Attorney

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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