FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 * Vesa Equity Investment S.a r.l. 2. Issuer Name and Ticker or Trading Symbol FOOT LOCKER, INC. [ FL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
2 PLACE DE PARIS
3. Date of Earliest Transaction (MM/DD/YYYY)
9/27/2022
(Street)
LUXEMBOURG, N4 L-2314
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock  9/27/2022    S    1707  D $34.5236 (1) 12657672  D (2)  
Common stock  9/28/2022    S    306956  D $34.8687 (3) 12350716  D (2)  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.50 to $34.57, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.50 to $35.19, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(3)  Vesa Equity Investment S.a r.l ("Vesa Equity") is the record holder of the shares reported herein. The sole shareholder of Vesa Equity is EP Equity Investment S.a r.l. ("EP Equity Investment") and its principal shareholder is EP Investment S.a.r.l. ("EP Investment"), the ultimate beneficial owner of which is Daniel Kretinsky. Each of EP Equity Investment, EP Investment and Mr. Kretinsky disclaims beneficial ownership of these shares except to the extent of its or his respective pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Vesa Equity Investment S.a r.l.
2 PLACE DE PARIS
LUXEMBOURG, N4 L-2314

X

EP Equity Investment S.a r.l
2 PLACE DE PARIS
LUXEMBOURG, N4 L-2314

X

EP Investment S.a r.l.
2 PLACE DE PARIS
LUXEMBOURG, N4 L-2314

X

Kretinsky Daniel
PARIZSKA 26
PRAGUE, 2N 110 00

X


Signatures
/s/ Jan Bilek, as attorney in fact for Vesa Equity Investment S.a r.l. 9/29/2022
**Signature of Reporting Person Date
/s/ Jan Bilek, as attorney in fact for EP Equity Investment S.a r.l. 9/29/2022
**Signature of Reporting Person Date
/s/ Jan Bilek, as attorney in fact for EP Investment S.a r.l. 9/29/2022
**Signature of Reporting Person Date
/s/ Jan Bilek, as attorney in fact for Daniel Kretinsky 9/29/2022
**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 4(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.
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