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GAP INC Director's Dealing 2009

Aug 29, 2009

30743_dirs_2009-08-28_1c679427-b213-4513-bac5-4693efdfa220.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2009-08-27

Reporting Person: FISHER ROBERT J (Director, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-08-27 Common Stock S 28908 $20.0017 Disposed 12823145 Direct
2009-08-28 Common Stock S 44988 $20.0172 Disposed 12778157 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 120049 Indirect
Common Stock 5000000 Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 29, 2008.

F2: This transaction was executed in multiple trades at prices ranging from $20.00 to $20.02. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: This transaction was executed in multiple trades at prices ranging from $20.00 to $20.07. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: The reporting person is a general partner of Fisher Core Holdings L.P., a Delaware limited partnership ("Fisher Holdings"), that owns the reported securities. As a general partner of Fisher Holdings, the reporting person may be deemed to have indirect beneficial ownership of the shares of Common Stock of which Fisher Holdings has beneficial ownership. However, the reporting person disclaims beneficial ownership of all shares of Common Stock held by Fisher Holdings except to the extent of his pecuniary interest therein as set forth in Table I.