GAP INC — Director's Dealing 2011

Jun 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2011-06-03

Reporting Person: FISHER ROBERT J (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-03	Common Stock	M	5555	—	Acquired	10469060	Direct
2011-06-03	Common Stock	M	328	—	Acquired	10469388	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-03	Stock Units	$	D	5555	Disposed		Common Stock (5555)	Direct
2011-06-03	Dividend Equivalent Rights	$	D	328	Disposed		Common Stock (328)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	121855	Indirect
Common Stock	27000000	Indirect
Common Stock	15000	Indirect

Footnotes

F1: 5,555 shares were issued in settlement of the stock units originally granted to the reporting person on June 3, 2008. Each stock unit represented the right to receive one share of The Gap, Inc. common stock.

F2: The reporting person is a general partner of Fisher Core Holdings L.P., a Delaware limited partnership ("Fisher Holdings"), that owns the reported securities. As a general partner of Fisher Holdings, the reporting person may be deemed to have indirect beneficial ownership of all shares of Common Stock of which Fisher Holdings has beneficial ownership. However, the reporting person disclaims beneficial ownership of all shares of Common Stock held by Fisher Holdings except to the extent of his pecuniary interest therein.

F3: 328 shares were issued in settlement of dividend equivalent rights on the above-referenced stock units originally granted to the reporting person on June 3, 2008. Each equivalent right was the economic equivalent of one share of The Gap, Inc. common stock.