GAP INC — Director's Dealing 2009

Mar 19, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2009-03-16

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-16	Stock Option (right to buy)	$11.77	A	150000	Acquired	2019-03-16	Common Stock (150000)	Direct
2009-03-16	Performance Units	$0	A	59473	Acquired		Common Stock (59473)	Direct

Footnotes

F1: These shares become exercisable in four equal annual installments beginning March 16, 2010.

F2: Each Performance Unit represents a contingent right to receive one share of Gap, Inc.'s Common Stock.

F3: 29,736 shares vest on March 16, 2011 and 29,737 shares vest on March 16, 2012