Jacobs Stephen Form 3 FOOT LOCKER / Stephen Jacobs ownership change

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^*

Jacobs Stephen

(Last) (First) (Middle)

FOOT LOCKER, INC.

112 WEST 34TH STREET

(Street)

NEW YORK, NY 10120

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/29/2016

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 & CEO North America

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	25,960	D
Common Stock	8,817(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
Employee Stock Option (right to buy)	03/28/2014(2)	03/28/2023	Common Stock	8,000	34.24	D
Employee Stock Option (right to buy)	03/26/2015(3)	03/26/2024	Common Stock	12,667	45.08	D
Employee Stock Option (right to buy)	12/01/2015(4)	12/01/2024	Common Stock	13,600	56.35	D
Employee Stock Option (right to buy)	03/25/2016(5)	03/25/2025	Common Stock	21,000	62.11	D

Explanation of Responses:

1. Represents performance-based restricted stock units earned for the 2013-14 long-term incentive period. The restricted stock units will vest on March 28, 2016 and are payable solely in shares of the Company's common stock.

2. Option granted on March 28, 2013 and became exercisable in three equal annual installments beginning March 28, 2014.

3. Option granted on March 26, 2014 and became exercisable in three equal annual installments beginning March 26, 2015.

4. Option granted on December 1, 2014 and became exercisable in three equal annual installments beginning December 1, 2015.

5. Option granted on March 25, 2015 and becomes exercisable in three equal annual installments beginning March 25, 2016.

Remarks:

	Sheilagh M. Clarke, Attorney-in-Fact for Stephen Jacobs	03/01/2016
	** 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).
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