GAP INC — Director's Dealing 2010

Mar 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-03-12

Reporting Person: BANKS MICHELLE (SVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-12	Common Stock	M	3750	—	Acquired	18895.7056	Direct
2010-03-12	Common Stock	F	1429	$22.8	Disposed	17466.7056	Direct
2010-03-13	Common Stock	M	1334	—	Acquired	18800.7056	Direct
2010-03-13	Common Stock	F	489	$22.8	Disposed	18311.7056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-12	Stock Unit	$0	M	3750	Acquired		Common Stock (3750)	Direct
2010-03-13	Stock Unit	$0	M	1334	Acquired		Common Stock (1334)	Direct

Footnotes

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

F2: 3,750 shares vested on March 12, 2010.

F3: Not applicable.

F4: 1,334 shares vested on March 13, 2010.