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* Nicosia Darlene (Last) (First) (Middle) C/O FOOT LOCKER, INC. 330 WEST 34TH STREET (Street) NEW YORK, NY 10001 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/02/2020	3. Issuer Name and Ticker or Trading Symbol FOOT LOCKER, INC. [ FL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	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)

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

Explanation of Responses:

No securities are beneficially owned.

	Anthony D. Foti, Attorney-in-Fact for Darlene Nicosia	02/03/2020
	** 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.
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POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS, that, effective as of the date hereof,

the undersigned hereby constitutes and appoints each of Sheilagh M. Clarke,

Anthony D. Foti, and Awilda Morales, signing singly, the undersigned's true

and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's

capacity as a director and/or executive officer of Foot Locker, Inc.

(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of

the Securities Exchange Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned

which may be necessary or desirable to complete and execute any such

Form 3, 4, or 5, complete and execute any amendment or amendments thereto,

and timely file such form with the U.S. Securities and Exchange Commission

and the New York Stock Exchange or similar authority; and



(3) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of

benefit to, in the best interest of, or legally required by, the

undersigned, it being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant to this Power

of Attorney shall be in such form and shall contain such terms and conditions as

such attorney-in-fact may approve in such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power

and authority to do and perform any and every act and thing whatsoever

requisite, necessary, or proper to be done in the exercise of any of the

rights and powers herein granted, as fully to all intents and purposes as

the undersigned might or could do if personally present, with full

power of substitution or revocation, hereby ratifying and confirming all

that such attorney-in-fact, or such attorney-in-fact's substitute or

substitutes, shall lawfully do or cause to be done by virtue of this

Power of Attorney and the rights and powers herein granted.  The

undersigned acknowledges that the foregoing attorneys-in-fact, in

serving in such capacity at the request of the undersigned, are not assuming,

nor is the Company assuming, any of the undersigned's responsibilities to

comply with Section 16 of the Securities and Exchange Act of 1934.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with respect

to the undersigned's holdings of and transactions in securities issued by

the Company, unless earlier revoked by the undersigned in a signed

writing delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to

be executed as of this 27th day of January, 2020.



/s/ Darlene Nicosia

Darlene Nicosia