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: Wyatt John T. (President, Old Navy)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-15	Stock Option (right to buy)	$23.07	A	120000	Acquired	2020-03-15	Common Stock (120000)	Direct
2010-03-15	Performance Units	$0	A	78023	Acquired		Common Stock (78023)	Direct

Footnotes

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

F2: Each performance unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F3: 39,011 shares vest on March 15, 2012 and 39,012 shares vest on March 15, 2013.