Form 4 Hicks Ken C

4 - Statement of changes in beneficial ownership of securities

Published: 2013-04-01 16:28:16
Submitted: 2013-04-01
Period Ending In: 2013-03-28
edgar.html PRIMARY DOCUMENT


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SEC FORM 4

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HICKS KEN C

(Last) (First) (Middle)
FOOT LOCKER, INC.
112 WEST 34TH STREET

(Street)
NEW YORK NY 10120

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FOOT LOCKER INC [ FL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2013
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/28/2013 A(1) 102,177 A $0 102,177 D
Common Stock 03/29/2013 A(2) 74,000 A $0 491,320 D
Common Stock 181.777 I 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Employee stock option (right to buy) $34.24 03/28/2013 A 280,000 03/28/2014(3) 03/28/2023 Common Stock 280,000 $0 280,000 D
Employee stock option (right to buy) $34.24 03/29/2013 A 232,000 03/29/2015(4) 03/29/2023 Common Stock 232,000 $0 232,000 D
Explanation of Responses:
1. Represents performance based restricted stock units earned for the 2011-2012 long-term incentive period, as the performance conditions for this performance period were met and certified as of March 28, 2013. The restricted stock units will vest on March 23, 2014 and are payable solely in shares of the Company's common stock.
2. Restricted stock award under the Foot Locker Stock Incentive Plan, as amended and restated, which will vest 50% on March 29, 2015 and 50% on March 29, 2016, subject to the reporting person's continued employment by the Company through the vesting dates.
3. Option becomes exercisable in three equal annual installments, beginning March 28, 2014, which is the first anniversary of the date of grant.
4. Option becomes exercisable 50% on March 29, 2015 and 50% on March 29, 2016.
Remarks:
Sheilagh M. Clarke, Attorney-in-Fact for Ken C. Hicks 04/01/2013
** 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 Number.
1
edgar.xml PRIMARY DOCUMENT
Schema Version:
X0306
Document Type:
4
Period Of Report:
2013-03-28

Issuer

Issuer Cik
0000850209
Issuer Name
FOOT LOCKER INC
Issuer Trading Symbol
FL

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001175746
Rpt Owner Name
HICKS KEN C

Reporting Owner Address

Rpt Owner Street1
FOOT LOCKER, INC.
Rpt Owner Street2
112 WEST 34TH STREET
Rpt Owner City
NEW YORK
Rpt Owner State
NY
Rpt Owner Zip Code
10120

Reporting Owner Relationship

Is Director
1
Is Officer
1
Is Ten Percent Owner
0
Is Other
0
Officer Title
Chairman and CEO

Non Derivative Table

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2013-03-28

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0
@attributes Id
F1

Transaction Amounts

Transaction Shares
102177
Transaction Price Per Share
0
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
102177

Ownership Nature

Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2013-03-29

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0
@attributes Id
F2

Transaction Amounts

Transaction Shares
74000
Transaction Price Per Share
0
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
491320

Ownership Nature

Direct Or Indirect Ownership
D

Non Derivative Holding

Security Title
Common Stock
Shares Owned Following Transaction
181.777

Ownership Nature

Direct Or Indirect Ownership
I
Nature Of Ownership
401(k) Plan

Derivative Transaction

Security Title
Employee stock option (right to buy)
Conversion Or Exercise Price
34.24
Transaction Date
2013-03-28

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
280000
Transaction Price Per Share
0
Transaction Acquired Disposed Code
A

Exercise Date

Value
2014-03-28
@attributes Id
F3
Expiration Date
2023-03-28

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
280000
Shares Owned Following Transaction
280000

Ownership Nature

Direct Or Indirect Ownership
D
Security Title
Employee stock option (right to buy)
Conversion Or Exercise Price
34.24
Transaction Date
2013-03-29

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
232000
Transaction Price Per Share
0
Transaction Acquired Disposed Code
A

Exercise Date

Value
2015-03-29
@attributes Id
F4
Expiration Date
2023-03-29

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
232000
Shares Owned Following Transaction
232000

Ownership Nature

Direct Or Indirect Ownership
D

Footnote

0
Represents performance based restricted stock units earned for the 2011-2012 long-term incentive period, as the performance conditions for this performance period were met and certified as of March 28, 2013. The restricted stock units will vest on March 23, 2014 and are payable solely in shares of the Company's common stock.
1
Restricted stock award under the Foot Locker Stock Incentive Plan, as amended and restated, which will vest 50% on March 29, 2015 and 50% on March 29, 2016, subject to the reporting person's continued employment by the Company through the vesting dates.
2
Option becomes exercisable in three equal annual installments, beginning March 28, 2014, which is the first anniversary of the date of grant.
3
Option becomes exercisable 50% on March 29, 2015 and 50% on March 29, 2016.

Owner Signature

Signature Name
Sheilagh M. Clarke, Attorney-in-Fact for Ken C. Hicks
Signature Date
2013-04-01
Additional Files
FileSequenceDescriptionTypeSize
0001240151-13-000030.txt   Complete submission text file   12151
$FL

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