GAP INC — Director's Dealing 2011

Sep 3, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2011-09-01

Reporting Person: Funnell Colin (EVP, Global Supply Chain)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2489.9679	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$11.77	2019-03-16	Common Stock (18000.0)		Direct
Non-Qualified Stock Option (right to buy)	$19.68	2018-03-17	Common Stock (54000.0)		Direct
Non-Qualified Stock Option (right to buy)	$21.63	2014-07-26	Common Stock (50000.0)		Direct
Non-Qualified Stock Option (right to buy)	$21.79	2021-03-14	Common Stock (30000.0)		Direct
Non-Qualified Stock Option (right to buy)	$22.42	2015-03-11	Common Stock (30000.0)		Direct
Non-Qualified Stock Option (right to buy)	$23.07	2020-03-15	Common Stock (30000.0)		Direct
Restricted Stock Unit	$0.0		Common Stock (51713.0)		Direct

Footnotes

F1: These shares become exercisable in four equal annual installments beginning one year from date of grant. Date of grant is 10 years prior to expiration date.

F2: Represents four grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 12,500 vest on 02/02/2012; 7,336 vest on 03/16/2012; 10,561 vest on 03/15/2012 and 10,561 vest on 03/15/2013; 5,377 vest on 03/14/2013 and 5,378 vest on 03/14/2014.