GAP INC — Director's Dealing 2010

Mar 17, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-03-15

Reporting Person: HANSEN MARKA (President, Gap Brand)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-16	Common Stock	M	31250	$11.77	Acquired	48038	Direct
2010-03-16	Common Stock	S	31250	$23.2389	Disposed	82518.747	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-15	Stock Option (right to buy)	$23.07	A	90000	Acquired	2010-03-15	Common Stock (90000)	Direct
2010-03-15	Performance Unit	$0	A	14493	Acquired		Common Stock (14493)	Direct
2010-03-16	Stock Option (right to buy)	$11.77	M	31250	Acquired	2019-03-16	Common Stock (31250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	43921	Indirect
Common Stock	3575	Indirect
Common Stock	3350	Indirect

Footnotes

F1: These shares become exercisable in four annual installments beginning March 15, 2011.

F2: Each Performance Unit represents a contingent right to receive one share of Gap, Inc.'s Common Stock.

F3: 7,246 shares vest on March 15, 2012 and 7,247 shares vest on March 15, 2013.

F4: These options were vested and exercisable.