GAP INC — Director's Dealing 2010

Feb 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-02-11

Reporting Person: SIMMONS SABRINA (EVP, Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-11	Common Stock	S	7000	$19.8	Disposed	52666	Direct
2010-02-13	Common Stock	M	12500	—	Acquired	65166	Direct
2010-02-13	Common Stock	F	5835	$19.95	Disposed	59331	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-13	Performance Unit	$0	M	12500	Disposed		Common Stock (12500)	Direct

Footnotes

F1: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 25, 2009.

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

F3: 12,500 shares vested on February 13,2010.

F4: Not applicable.