Gray Andrew 4

4 · FOOT LOCKER, INC. · Filed Mar 26, 2021

Form 4

Period: 2021-03-24

Executive VP and CCO

Transactions

Tax Payment
Common Stock
2021-03-24$53.61/sh−271$14,528→ 2,626 total
Award
Common Stock
2021-03-24+1,634→ 13,442 total
Award
Common Stock
2021-03-24+3,633→ 14,624 total
Award
Employee Stock Option (right to buy)
2021-03-24+9,674→ 9,674 total
Exercise: $53.61From: 2022-03-24Exp: 2031-03-24→ Common Stock (9,674 underlying)
Tax Payment
Common Stock
2021-03-24$53.61/sh−556$29,807→ 2,080 total

Footnotes (7)

[F1]Represents performance-based restricted stock units earned for the 2018-20 long-term incentive period, in connection with the Accelerate Future Growth award, as the performance conditions for this performance period were met and certified as of March 24, 2021.
[F2]Shares withheld in payment of tax liability, in connection with the vesting of award of restricted stock units, as referenced in footnote number 1, which vested on March 24, 2021.
[F3]Includes 1,078 net shares received on vesting of award on March 24, 2021.
[F4]Shares withheld in payment of tax liability, in connection with the vesting of a previously reported award of restricted stock units, which vested on March 24, 2021.
[F5]Includes 546 net shares received on vesting of award on March 24, 2021.
[F6]Restricted Stock Unit award under the Foot Locker 2007 Stock Incentive Plan, as amended and restated, which will vest on March 24, 2024, subject to the reporting person's continued employment through the vesting date.
[F7]Option becomes exercisable in three equal annual installments, beginning March 24, 2022, which is the first anniversary of the date of grant.

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