GAP INC — Director's Dealing 2010

Jun 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-06-03

Reporting Person: SCHNEIDER JAMES M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-06	Common Stock	M	5446	—	Acquired	13238	Direct
2010-06-06	Common Stock	M	312	—	Acquired	13550	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-06-06	Stock Units	$0	M	5446	Disposed		Common Stock (5446)	Direct
2010-06-06	Dividend Equivalent Rights	$0	M	96	Acquired		Common Stock (96)	Direct
2010-06-06	Dividend Equivalent Rights	$0	M	312	Disposed		Common Stock (312)	Direct
2010-06-03	Dividend Equivalent Rights	$0	M	92	Acquired		Common Stock (92)	Direct

Footnotes

F1: Each stock unit represents a contingent right to receive one share of Gap Inc. Common Stock. Shares will be delivered to the reporting person no sooner than 3 years from the date of grant, unless further deferred, or immediately upon resignation or retirement from the Board, if earlier.

F2: 5,446 shares were delivered on 6/7/2010.

F3: The dividend equivalent rights accrued on stock units originally granted on June 6, 2007 and are immediately vested. Each equivalent right is the economic equivalent of one share of Gap Inc. common stock. Shares will be delivered to the reporting person no sooner than 3 years from the date of grant, unless further deferred, or immediately upon resignation or retirement from the Board, if earlier.

F4: 312 shares were delivered on 6/7/2010.

F5: The dividend equivalent rights accrued on stock units originally granted on June 3, 2008 and are immediately vested. Each equivalent right is the economic equivalent of one share of Gap Inc. common stock. Shares will be delivered to the reporting person no sooner than 3 years from the date of grant, unless further deferred, or immediately upon resignation or retirement from the Board, if earlier.