GAP INC — Director's Dealing 2011

Jul 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2011-06-30

Reporting Person: FISHER WILLIAM SYDNEY (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-30	Stock Units	$0	A	6906	Acquired		Common Stock (6906)	Direct
2011-06-30	Dividend Equivalent Rights	$0	A	90	Acquired		Common Stock (90)	Direct

Footnotes

F1: Each stock unit represents a contingent right to receive one share of Gap Inc. common stock. Shares will be delivered to the reporting person no sooner than 3 years from the date of grant, unless further deferred, or immediately upon resignation or retirement from the Board, if earlier.

F2: The dividend equivalent rights accrued on stock units originally granted on 6/30/2010 and are immediately vested. Each equivalent right is the economic equivalent of one share of Gap Inc. common stock. Shares will be delivered to the reporting person no sooner than 3 years from the original stock unit grant date, unless further deferred, or immediately upon resignation or retirement from the Board, if earlier.