GAP INC — Director's Dealing 2009

Dec 1, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2009-11-27

Reporting Person: Wyatt John T. (President, Old Navy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-11-27	Common Stock	M	62500	—	Acquired	78138	Direct
2009-11-27	Common Stock	F	29175	$22.03	Disposed	48963	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-11-27	Stock Unit	$0	M	62500	Acquired		Common Stock (62500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14299	Indirect

Footnotes

F1: Each Stoc Unit represents a contingent right to receive one share of Gap, Inc. common stock.

F2: 62,500 shares vested on November 27, 2009.

F3: Not Applicable.