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GAP INC Director's Dealing 2009

May 21, 2009

30743_dirs_2009-05-20_b5cdfb94-f3fc-4d0e-9bd6-b6835389703d.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: 2009-05-19

Reporting Person: FISHER DONALD G (Director, Founder)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-05-19 Common Stock M 5555 Acquired 63132616 Direct
2009-05-19 Common Stock M 118 Acquired 63132734 Direct

Footnotes

F1: 5,555 shares were issued to Doris F. Fisher, the reporting person's spouse, in settlement of the stock units originally granted to her on June 3, 2008. Each stock unit represented the right to receive one share of Gap Inc. common stock. The reporting person beneficially owns the shares issued to Doris F. Fisher as community property.

F2: 118 shares were issued in settlement of 118 dividend equivalent rights which accrued on May 19, 2009 and were immediately vested on the above-referenced stock units originally granted to Doris F. Fisher on June 3, 2008. Each equivalent right was the economic equivalent of one share of Gap Inc. common stock. The reporting person beneficially owns the shares issued to Doris F. Fisher as community property.