GAP INC — Director's Dealing 2011

Nov 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2011-11-18

Reporting Person: Wyatt John T. (President, Old Navy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-18	Common Stock	M	62500	$0.00	Acquired	127965.97	Direct
2011-11-18	Common Stock	F	29175	$18.76	Disposed	98790.97	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-18	Restricted Stock Units	$0.00	M	62500	Disposed		Common Stock (62500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	75000	Indirect

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F2: 62,500 shares vested November 18, 2011.

F3: Mr. Wyatt's current direct and indirect ownership figures reflect a change in form of beneficial ownership - specifically, a net transfer of 60,700.97 shares from his direct holdings to the Wyatt Family trust.