GAP INC — Director's Dealing 2010

Mar 18, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-03-17

Reporting Person: PECK ARTHUR L (Division President, EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-17	Common Stock	M	25000	—	Acquired	80927	Direct
2010-03-17	Common Stock	F	9452	$23.15	Disposed	71475	Direct
2010-03-17	Common Stock	M	12327	—	Acquired	83802	Direct
2010-03-17	Common Stock	F	5754	$23.15	Disposed	78084	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-17	Stock Unit	$0	M	25000	Acquired		Common Stock (25000)	Direct
2010-03-17	Stock Unit	$0	M	12327	Acquired		Common Stock (12327)	Direct

Footnotes

F1: Each Stock Unit represents a contingent right to receive one share of Gap, Inc.'s common stock.

F2: 25,000 shares vested on March 17, 2010.

F3: Not Applicable.

F4: 12,327 shares vested on March 17, 2010.

F5: Includes 1,137 shares acquired under the Gap, Inc. employee stock purchase plan on February 26, 2010.