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* Reeves Rosalind (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) 12/01/2022	3. Issuer Name and Ticker or Trading Symbol FOOT LOCKER, INC. [ FL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Chief HR Officer	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)
Common Stock	91.1096	D
Common Stock	5,425(1)	D

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:

1. Represents time-based restricted stock units awarded under the Foot Locker 2007 Stock Incentive Plan, as amended and restated, which will vest subject to the reporting person's continued employment through the vesting dates.

	Anthony D. Foti, Attorney-in-Fact for Rosalind Reeves	12/02/2022
	** 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 November
29, 2022, the undersigned hereby constitutes and appoints each
of Sheilagh M. Clarke, Anthony D. Foti, Yevgeniya Grafman, and
Grace Yu, 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 the date first written above.

/s/ Rosalind Reeves
Rosalind Reeves