GAP INC — Director's Dealing 2011

Nov 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2011-11-08

Reporting Person: BANKS MICHELLE (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-08	Common Stock	M	3000	$13.76	Acquired	60879.7665	Direct
2011-11-08	Common Stock	S	3000	$20.00	Disposed	57879.7665	Direct
2011-11-08	Common Stock	M	10000	$12.87	Acquired	67879.7665	Direct
2011-11-08	Common Stock	S	10000	$20.00	Disposed	57879.7665	Direct
2011-11-08	Common Stock	M	20000	$11.77	Acquired	77879.7665	Direct
2011-11-08	Common Stock	S	20000	$20.00	Disposed	57879.7665	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-08	Stock Option (Right to Buy)	$13.76	M	3000	Disposed	2012-06-26	Common Stock (3000)	Direct
2011-11-08	Stock Option (Right to Buy)	$12.87	M	10000	Disposed	2013-03-07	Common Stock (10000)	Direct
2011-11-08	Stock Option (Right to Buy)	$11.77	M	20000	Disposed	2019-03-16	Common Stock (20000)	Direct

Footnotes

F1: These Options are fully vested and exercisable.

F2: The exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on November 24, 2010.