GAP INC — Director's Dealing 2010

Jan 20, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2010-01-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-16	Common Stock	M	62500	—	Acquired	84021	Direct
2010-01-16	Common Stock	F	24355	$19.56	Disposed	59666	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-16	Stock Unit	$0	M	62500	Acquired		Common Stock (62500)	Direct

Footnotes

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

F2: 62,500 shares vested on January 16, 2010.

F3: Not applicable.