GAP INC — Director's Dealing 2010

Nov 19, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-11-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-18	Common Stock	M	62500	—	Acquired	121203	Direct
2010-11-18	Common Stock	F	29175	$20.91	Disposed	92842	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-18	Stock Unit	$0	M	62500	Disposed		Common Stock (62500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14299	Indirect

Footnotes

F1: Includes 814 shares acquired under the Gap Inc. employee stock purchase plan on May 28, 2010 and August 31, 2010.

F2: Each stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F3: 62,500 shares vested on 11/18/2010.

F4: Not applicable.