GAP INC — Director's Dealing 2010

Mar 13, 2010

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-01-31

Reporting Person: FISHER WILLIAM SYDNEY (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-14	Common Stock	G	500000	—	Disposed	8997069	Direct
2009-09-25	Common Stock	G	1200	—	Acquired	8997069	Direct
2009-12-16	Common Stock	G	3558	—	Disposed	8997069	Direct
2009-09-25	Common Stock	G	1200	—	Acquired	160053	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	367014	Indirect
Common Stock	5000000	Indirect

Footnotes

F1: Reflects distribution of 367,013 shares of Common Stock by a trust, of which the reporting person is a beneficiary, to the reporting person, and previously reported as indirectly owned by the reporting person.

F2: The reporting person is a general partner of Fisher Core Holdings L.P., a Delaware limited partnership ("Fisher Holdings"), that owns the reported securities. As a general partner of Fisher Holdings, the reporting person may be deemed to have indirect beneficial ownership of all shares of Common Stock of which Fisher Holdings has beneficial ownership. However, the reporting person disclaims beneficial ownership of all shares of Common Stock held by Fisher Holdings except to the extent of his pecuniary interest therein as set forth in Table I.