Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Dillon Mary N

2. Date of Event Requiring Statement (MM/DD/YYYY) 9/1/2022

3. Issuer Name and Ticker or Trading Symbol

FOOT LOCKER, INC. [FL]

(Last) (First) (Middle)

C/O FOOT LOCKER, INC., 330 WEST 34TH STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
President & CEO /

(Street)

NEW YORK, NY 10001

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

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	74446 ⁽¹⁾	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	8/19/2023 ⁽²⁾	8/24/2032	Common Stock	54403	$36.49	D

Explanation of Responses:
(1)	Represent employment inducement, time-based restricted stock units awarded on August 24, 2022 pursuant to the Company's Registration Statement on Form S-8 (the "Form S-8") filed with the U.S. Securities and Exchange Commission on August 24, 2022, which will vest on August 19, 2025, subject to the reporting person's continued employment through the vesting date.
(2)	Represent employment inducement stock options awarded on August 24, 2022 pursuant to the Form S-8, which become exercisable in three equal annual installments, beginning August 19, 2023, which is the first anniversary of the reporting person's employment commencement date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dillon Mary N C/O FOOT LOCKER, INC. 330 WEST 34TH STREET NEW YORK, NY 10001	X		President & CEO

Signatures
Anthony D. Foti, Attorney-in-Fact for Mary N. Dillon		9/9/2022
^**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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.