SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Johnson Richard A (Last) (First) (Middle) FOOT LOCKER, INC. 330 WEST 34TH STREET (Street) NEW YORK, NY 10001 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FOOT LOCKER, INC. [ FL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 08/19/2016
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/19/2016		M(1)		20,000	A	$23.42	302,792(2)	D
Common Stock	08/19/2016		M(1)		20,000	A	$18.8	322,792	D
Common Stock	08/19/2016		M(1)		10,000	A	$11.66	332,792	D
Common Stock	08/19/2016		S(1)		20,000	D	$68.1006(3)	312,792	D
Common Stock	08/19/2016		S(1)		30,000	D	$68	282,792	D
Common Stock								4,014.869	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$23.42	08/19/2016		M(1)			20,000	03/28/2008(4)	03/28/2017	Common Stock	20,000	$0	0	D
Employee Stock Option (right to buy)	$18.8	08/19/2016		M(1)			20,000	07/30/2008(5)	07/30/2017	Common Stock	20,000	$0	0	D
Employee Stock Option (right to buy)	$11.66	08/19/2016		M(1)			10,000	03/26/2009(6)	03/26/2018	Common Stock	10,000	$0	0	D

Explanation of Responses:

1. The stock option exercises and sales in this Form 4 were effected pursuant to a Rule 10b5-1trading plan adopted by the reporting person on March 24, 2016.

2. Includes 393 shares acquired on June 1, 2016 through the Employees Stock Purchase Plan.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $68.00 to $68.37, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Option granted on March 28, 2007 and became exercisable in three equal annual installments, beginning March 28, 2008, which was the first anniversary of the date of grant.

5. Option granted on July 30, 2007 and became exercisable in three equal annual installments, beginning July 30, 2008, which was the first anniversary of the date of grant.

6. Option granted on March 26, 2008 and became exercisable in three equal annual installments, beginning March 26, 2009, which is the first anniversary of the date of grant.

Remarks:

	Anthony D. Foti, Attorney-in-Fact for Richard A. Johnson	08/23/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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