Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): February 7, 2019


Foot Locker, Inc.

(Exact name of registrant as specified in charter)


New York 1-10299 13-3513936
(State or other jurisdiction
of incorporation)


File Number)

(IRS Employer
Identification No.)


330 West 34th Street, New York, New York 10001
(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:  (212) 720-3700

(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company   ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐



Item 8.01.        Other Events.


On February 7, 2019, Foot Locker, Inc. (“Foot Locker”) issued a press release announcing that it is making a $100 million strategic minority investment, through its subsidiary, in 1661, Inc., d/b/a GOAT (“GOAT”), a managed marketplace for authentic sneakers operating the GOAT and Flight Club brands. Foot Locker made an initial investment of $65 million in preferred stock of GOAT. Following the initial investment, GOAT commenced a tender offer pursuant to which GOAT is required to sell, and Foot Locker is required to purchase, an aggregate of $35 million of GOAT preferred stock, bringing its total investment to $100 million. A copy of the press release is furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.


Item 9.01.   Financial Statements and Exhibits.
(d)   Exhibits.
Exhibit No.     Description                                                                                                           
99.1   Press Release, dated February 7, 2019, issued by Foot Locker, Inc.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: February 7, 2019 By:  /s/ Lauren B. Peters

Name:  Lauren B. Peters

Title:    Executive Vice President and
            Chief Financial Officer