SEC Filing | Foot Locker, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

FOOT LOCKER, INC.

(Name of Issuer)

Common stock

(Title of Class of Securities)

344849104

(CUSIP Number)

May 7, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: 344849104

(1)	Names of Reporting Persons Vesa Equity Investment S.à r.l.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) ☐ (b) ☐
(3)	SEC Use Only
(4)	Citizenship or Place of Organization Luxembourg

Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 0
	(6)	Shared Voting Power 6,266,791
	(7)	Sole Dispositive Power 0
	(8)	Shared Dispositive Power 6,266,791

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 6,266,791
(10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	☐
(11)	Percent of Class Represented by Amount in Row (9) 6.0%*
(12)	Type of Reporting Person (See Instructions) CO

This percentage is calculated based on 104,191,210 shares of common stock of the Issuer outstanding as of March 23, 2020, as set forth in the Issuer’s annual report on Form 10-K filed with the SEC on March 27, 2020.

CUSIP No.: 344849104

(1)	Names of Reporting Persons EP Investment S.à r.l.
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) ☐ (b) ☐
(3)	SEC Use Only
(4)	Citizenship or Place of Organization Luxembourg

Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 0
	(6)	Shared Voting Power 6,266,791*
	(7)	Sole Dispositive Power 0
	(8)	Shared Dispositive Power 6,266,791*

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 6,266,791*
(10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	☐
(11)	Percent of Class Represented by Amount in Row (9) 6.0%**
(12)	Type of Reporting Person (See Instructions) CO

*	Consists of 6,266,791 shares of common stock of the Issuer held of record by Vesa Equity Investment S.à r.l. See Item 4 of the Schedule 13G for information on the reporting person’s indirect beneficial ownership of the common stock.

**	This percentage is calculated based on 104,191,210 shares of common stock of the Issuer outstanding as of March 23, 2020, as set forth in the Issuer’s annual report on Form 10-K filed with the SEC on March 27, 2020.

CUSIP No.: 344849104

(1)	Names of Reporting Persons Daniel Křetínský
(2)	Check the Appropriate Box if a Member of a Group (See Instructions)	(a) ☐ (b) ☐
(3)	SEC Use Only
(4)	Citizenship or Place of Organization Czech Republic

Number of Shares Beneficially Owned by Each Reporting Person With	(5)	Sole Voting Power 0
	(6)	Shared Voting Power 6,266,791*
	(7)	Sole Dispositive Power 0
	(8)	Shared Dispositive Power 6,266,791*

(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 6,266,791*
(10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	☐
(11)	Percent of Class Represented by Amount in Row (9) 6.0%**
(12)	Type of Reporting Person (See Instructions) IN

Consists of 6,266,791 shares of common stock of the Issuer held of record by Vesa Equity Investment S.à r.l. See Item 4 of the Schedule 13G for information on the reporting person’s indirect beneficial ownership of the common stock.

Item 1(a).	Name of Issuer. FOOT LOCKER, INC. (the “Issuer”).

Item 1(b).	Address of Issuer’s Principal Executive Offices. 330 West 34th Street, New York, New York 10001.

Item 2(a).	Name of Person Filing. This Schedule 13G is being filed jointly by (i) Vesa Equity Investment S.à r.l., a company organized and existing under the laws of Luxembourg (“Vesa Equity”), (ii) EP Investment S.à r.l., a company organized and existing under the laws of Luxembourg (“EP Investment”), and (iii) Daniel Křetínský (each a “Reporting Person” and, collectively, the “Reporting Persons”). The Reporting Persons have signed a joint filing agreement pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, which is filed as Exhibit 99.4 hereto.

Item 2(b).	Address of Principal Business Office or, if none, Residence. The address of the principal office of each of Vesa Equity and EP Investment is 39 Avenue John F. Kennedy, L-1855, Luxembourg, Luxembourg. The address of the principal office of Daniel Křetínský is Parizska 26, 110 00 Prague, Czech Republic.

Item 2(c).	Citizenship. Daniel Křetínský is a Czech citizen. Vesa Equity Investment S.à r.l. is organized under the laws of the Luxembourg. EP Investment S.à r.l. is organized under the laws of Luxembourg.

Item 2(d).	Title of Class of Securities. Common stock.

Item 2(e).	CUSIP No. The CUSIP number of the Issuer is 344849104.

Item 3.

(a)	☐	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);

(b)	☐	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	☐	Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f)	☐	Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g)	☐	Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h)	☐	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);

(k)	☐	Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________.

Item 4.	Ownership.

Each Reporting Person:

	(a)	Amount beneficially owned: 6,266,791

	(b)	Percent of class: 6.0%

	(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote: 0

	(ii)	Shared power to vote or to direct the vote: 6,266,791

	(iii)	Sole power to dispose or to direct the disposition of: 0

	(iv)	Shared power to dispose or to direct the disposition of: 6,266,791

This Schedule 13G is being filed jointly by Vesa Equity Investment S.à r.l., EP Investment S.à r.l., and Daniel Křetínský. The Reporting Persons have signed a joint filing agreement pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, which is filed as Exhibit 99.4 hereto.

All share percentage calculations in this Schedule 13G are based on information set forth in the Issuer’s annual report on Form 10-K filed with the SEC on March 27, 2020, according to which there were 104,191,210 shares of common stock outstanding as of March 23, 2020.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 18, 2020

	VESA EQUITY INVESTMENT S.À R.L.

	/s/ Marek Spurny
	By:	Marek Spurny
	Title:	Authorized Signatory

	/s/ Pascal Leclerc
	By:	Pascal Leclerc
	Title:	Authorized Signatory

	EP INVESTMENT S.À R.L.

	/s/ Marek Spurny
	By:	Marek Spurny
	Title:	Authorized Signatory

	/s/ Pascal Leclerc
	By:	Pascal Leclerc
	Title:	Authorized Signatory

	DANIEL KŘETÍNSKÝ

	/s/ Daniel Kretinsky
	By:	Daniel Kretinsky

EXHIBIT INDEX

Exhibit No.		Description
99.1		Power of Attorney of Vesa Equity Investment S.à r.l., dated as of May 18, 2020.
99.2		Power of Attorney of EP Investment S.à r.l., dated as of May 18, 2020.
99.3		Power of Attorney of Daniel Křetínský, dated as of May 18, 2020.
99.4		Joint Filing Agreement, dated as of May 18, 2020, by and among the Reporting Persons.

Exhibit 99.1

FOOT LOCKER, INC.

POWER OF ATTORNEY

(For Executing Form ID and reports on Schedule 13G and 13D)

Know all by these presents, that the undersigned hereby constitutes and appoints each of Pavel Horský, Marek Spurný and Jan Bílek, each with full power and authority to act together or individually, including full power of substitution, as the undersigned’s true and lawful attorney-in-fact and agent to:

(1) Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) a Form ID, Uniform Application for Access Codes to File on EDGAR, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any rule or regulation thereunder;

(2) Prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the reports on Schedule 13G or 13D (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 13(d) of the Exchange Act and the rules and regulations thereunder in the undersigned’s capacity as the beneficial owner of more than 5% of a registered class of securities of Foot Locker, Inc. (the “Company”);

(3) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Form ID and reports on Schedule 13G or 13D (including, in each case, amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and

(4) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the 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 the attorney-in-fact may approve in the 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 attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming (nor is the Company assuming) any of the undersigned’s responsibilities to comply with Section 13(d) of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file reports on Schedule 13G or 13D with respect to the undersigned’s holdings of and transactions in securities issued by the Company or (b) revocation by the undersigned in a signed writing delivered to the Company and such foregoing attorney-in fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

Date: May 18, 2020

	VESA EQUITY INVESTMENT S.À R.L.

	/s/ Marek Spurny
	By: Marek Spurny Its: Authorized Signatory

	/s/ Pascal Leclerc
	By: Pascal Leclerc Its: Authorized Signatory

Exhibit 99.2

FOOT LOCKER, INC.

POWER OF ATTORNEY

(For Executing Form ID and reports on Schedule 13G and 13D)

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

Date: May 18, 2020

	EP INVESTMENT S.À R.L.

	/s/ Marek Spurny
	By: Marek Spurny Its: Authorized Signatory

	/s/ Pascal Leclerc
	By: Pascal Leclerc Its: Authorized Signatory

Exhibit 99.3

FOOT LOCKER, INC.

POWER OF ATTORNEY

(For Executing Form ID and reports on Schedule 13G and 13D)

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.

Date: May 18, 2020

	DANIEL KŘETÍNSKÝ

	/s/ Daniel Křetínský
	By: Daniel Křetínský

Exhibit 99.4

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto and statements on Schedule 13D) with respect to the Common Stock, par value $0.01 per share of Foot Locker, Inc., a corporation organized under the laws of the State of New York, and that this agreement may be included as an exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning the undersigned or contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of May 18, 2020.

VESA EQUITY INVESTMENT S.À R.L.

/s/ Marek Spurny
By:	Marek Spurny
Title:	Authorized Signatory

/s/ Pascal Leclerc
By:	Pascal Leclerc
Title:	Authorized Signatory

EP INVESTMENT S.À R.L.

/s/ Marek Spurny
By:	Marek Spurny
Title:	Authorized Signatory

/s/ Pascal Leclerc
By:	Pascal Leclerc
Title:	Authorized Signatory

DANIEL KŘETÍNSKÝ

/s/ Daniel Kretinsky
By:	Daniel Kretinsky