GAP INC — Director's Dealing 2010

Mar 15, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HANSEN MARKA (President, Gap Brand)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-12	Common Stock	M	15569	—	Acquired	89785.747	Direct
2010-03-12	Common Stock	F	7267	$22.8	Disposed	82518.747	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-12	Stock Unit	$0	M	15569	Acquired		Common Stock (15569)	Direct

Holdings (Non-Derivative)

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

Footnotes

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

F2: 15,569 shares vested on March 12, 2010.

F3: Not applicable.

F4: Includes 796 shares acquired under the Gap, Inc. employee stock purchase plan on February 26, 2010.