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: SAGE GAVIN EVA (EVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-17	Common Stock	M	30000	—	Acquired	42524	Direct
2010-03-17	Common Stock	F	11366	$23.15	Disposed	31158	Direct
2010-03-17	Common Stock	M	10724	—	Acquired	41882	Direct
2010-03-17	Common Stock	F	5005	$23.15	Disposed	36877	Direct
2010-03-17	Common Stock	M	120000	$20.48	Acquired	156877	Direct
2010-03-17	Common Stock	S	120000	$23.0654	Disposed	36877	Direct
2010-03-17	Common Stock	M	100000	$17.84	Acquired	136877	Direct
2010-03-17	Common Stock	S	100000	$23.0654	Disposed	36877	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-17	Stock Unit	$0	M	30000	Acquired		Common Stock (30000)	Direct
2010-03-17	Stock Unit	$0	M	10724	Acquired		Common Stock (10724)	Direct
2010-03-17	Stock Option (right to buy)	$20.48	M	120000	Acquired	2014-03-23	Common Stock (120000)	Direct
2010-03-17	Stock Option (right to buy)	$17.84	M	100000	Acquired	2016-03-13	Common Stock (100000)	Direct

Footnotes

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

F2: 30,000 shares vested on March 17, 2010.

F3: Not Applicable.

F4: 10,724 shares vested on March 17, 2010.

F5: These options were fully vested and exercisable.