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GAP INC Director's Dealing 2010

Jun 7, 2010

30743_dirs_2010-06-07_227421cf-4f26-4a0a-b04c-63eaf34ee7e4.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-05-28

Reporting Person: Raggio Stanley P. (EVP, Global Supply Chain)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 10554 Direct
Common Stock 387 Indirect
Common Stock 387 Indirect
Common Stock 387 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (Right to Buy) $18.26 2016-03-20 Common Stock (15000) Direct
Stock Option (Right to Buy) $18.57 2016-09-25 Common Stock (25000) Direct
Stock Option (Right to Buy) $19.68 2018-03-17 Common Stock (50000) Direct
Stock Option (Right to Buy) $11.77 2019-03-16 Common Stock (40000) Direct
Stock Option (Right to Buy) $23.07 2020-03-15 Common Stock (40000) Direct
Restricted Stock Unit $0 Common Stock (10000) Direct
Performance Unit $0 Common Stock (6664) Direct
Restricted Stock Unit $0 Common Stock (40000) Direct
Performance Unit $0 Common Stock (15820) Direct
Performance Unit $0 Common Stock (22757) Direct

Footnotes

F1: The reporting person and his spouse are trustees of this irrevocable trust for the benefit of their child. The reporting person disclaims beneficial ownership of the reported securities.

F2: These options are vested and fully exercisable.

F3: 18,750 shares are vested and fully exercisable. 6,250 shares vest 9/25/2010.

F4: 25,000 shares are vested and fully exercisable. 12,500 shares vest 3/17/2011 and 12,500 shares vest on 3/17/2012.

F5: 10,000 shares are vested and fully exercisable. 10,000 shares vest on March 16, 2011, 10,000 shares vest on March 16, 2012 and 10,000 shares vest on March 16, 2013.

F6: These options become exercisable in four equal annual installments beginning March 15, 2011.

F7: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F8: These units vest on March 17, 2011. Shares are delivered to the reporting person upon vest.

F9: Each performance unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F10: These units vest on March 17, 2011. Shares are delivered to the reporting person upon vest.

F11: These units vest as follows: 20,000 units vest on March 16, 2011 and 20,000 units vest on March 16, 2012. Shares are delivered to the reporting person upon vest.

F12: These units vest as follows: 7,910 units vest on March 16, 2011 and 7,910 units vest on march 16, 2012. Sahres are delivered to the reporting person upon vest.

F13: These units vest as follows: 11,378 units vest on March 15, 2012 and 11,379 units vest on March 15, 2013. Shares are delivered to the reporting person upon vest.