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

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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^*

ESL INVESTMENTS INC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FOOTSTAR INC [ FTST.PK ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/16/2004		S	V	390,448	D	$5.225	1,389,982	D⁽¹⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	01/16/2004		S	V	54,340	D	$5.225	353,492	D⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	01/16/2004		S	V	32,721	D	$5.225	163,104	D⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	01/16/2004		S	V	22,491	D	$5.225	44,531	D⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	01/16/2004		S	V	0	D	$0	193,091	D⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	01/20/2004		S	V	93,496	D	$4.8323	1,296,486	D⁽¹⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	01/20/2004		S	V	36,612	D	$4.8323	316,880	D⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	01/20/2004		S	V	11,274	D	$4.8323	151,830	D⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	01/20/2004		S	V	3,018	D	$4.8323	41,513	D⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	01/20/2004		S	V	0	D	$0	193,091	D⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

ESL INVESTMENTS INC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL PARTNERS LP

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL LTD

(Last)

(First)

(Middle)

HEMISPHERE HOUSE

9 CHURCH STREET

(Street)

HAMILTON

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL INSTITUTIONAL PARTNERS LP

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL INVESTORS LLC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RBS INVESTMENT MANAGEMENT LLC

(Last)

(First)

(Middle)

200 GREENWICH AVE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

RBS PARTNERS L P /CT

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ESL INVESTMENT MANAGEMENT LLC

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KP II PARTNERS LP

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LAMPERT EDWARD S

(Last)

(First)

(Middle)

200 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are held of record by ESL Partners, L.P., a Delaware limited partnership ("ESL")

2. These securities are held of record by ESL Investors, L.L.C., a Delaware limited liability company ("Investors"). See note 6.

3. These securities are held of record by ESL Limited, a Bermuda corporation ("Limited"). See note 6.

4. These securities are held of record by ESL Institutional Partners, L.P., a Delaware limited partnership ("Institutional"). See note 6.

5. These securities are held of record by KP II Partners, L.P., a Delaware limited partnership ("KPII"). See note 6.

6. This Form 4 is filed on behalf of a group consisting of ESL, Investors, Limited and Institutional (collectively, the "ESL Parties"), RBS Partners, L.P. ("RBS Partners"), ESL Investment Management, LLC, a Delaware limited liability company ("ESLIM"), RBS Investment Management, LLC, a Delaware limited liability company ("RBSIM"), ESL Investments, Inc. ("Investments") and Edward S. Lampert. Pursuant to Section 16, the ESL Parties, RBS Partners, ESLIM, RBSIM, Investments and Mr. Lampert may each be deemed indirect beneficial owners of the securities reported on this Form 4. The general partner of ESL and the manager of Investors is RBS Partners. The general parter of RBS Partners is Investments. ESLIM is the investment manager of Limited and the general partner of KPII. RBSIM is the general partner of Institutional. Mr. Lampert is a controlling stockholder of Investments and is the managing member of RBSIM and ESLIM.

7. Each of the ESL Parties, RBS Partners, ESLIM, RBSIM, Investments and Mr. Lampert may be deemed to be an indirect beneficial owner of the securities reported on this Form 4. The total amount of securities reported as beneficially owned by each of the ESL Parties is greater than Investments' or Mr. Lampert's indirect pecuniary interest in such securities.

8. Investments and Mr. Lampert each have less than a 40% interest in the securities reported as owned by each of the ESL Parties, which is greater than Investments' or Mr. Lampert's indirect pecuniary interest in such securities. RBSIM has less than a 40% interest in the securities reported as owned by Institutional, which is greater than RBSIM's indirect pecuniary interest in such securities. ESLIM has less than a 40% interest in the securites reported as owned by each of Limited and KPII, which is greater than ESLIM's indirect pecuniary interest in such securitites. RBS Partners has less than a 40% interest in the securities reported as owned by each of ESL and Investors, which is greater than RBS Partners' indirect pecuniary interest in such securities.

	William C. Crowley, President, ESL Investments, Inc.	01/20/2004
	William C. Crowley for ESL Partners, LP	01/20/2004
	William C. Crowley for ESL Limited	01/20/2004
	William C. Crowley for ESL Institutional Partners, LP	01/20/2004
	William C. Crowley for ESL Investors, LLC	01/20/2004
	William C. Crowley for RBS Investment Management, LLC	01/20/2004
	William C. Crowley for RBS Partners, LP	01/20/2004
	William C. Crowley for ESL Investment Management, LLC	01/20/2004
	William C. Crowley for KP II Partners, L.P.	01/20/2004
	Edward S. Lampert	01/20/2004
	** 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).
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