GAP INC — Director's Dealing 2011

Mar 19, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2011-03-16

Reporting Person: SIMMONS SABRINA (EVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-16	Common Stock	M	15376	—	Acquired	26720	Direct
2011-03-16	Common Stock	F	7177	$21.53	Disposed	19543	Direct
2011-03-16	Common Stock	M	75000	—	Acquired	94543	Direct
2011-03-16	Common Stock	F	35010	$21.53	Disposed	59533	Direct
2011-03-17	Common Stock	M	8776	—	Acquired	68309	Direct
2011-03-17	Common Stock	F	4096	$21.68	Disposed	64213	Direct
2011-03-17	Common Stock	S	8199	$21.75	Disposed	56014	Direct
2011-03-17	Common Stock	S	39990	$21.66	Disposed	16024	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-16	Restricted Stock Unit	$0	M	15376	Disposed		Common Stock (15376)	Direct
2011-03-16	Restricted Stock Unit	$0	M	75000	Disposed		Common Stock (75000)	Direct
2011-03-17	Retricted Stock Unit	$0	M	8776	Disposed		Common Stock (8776)	Direct

Footnotes

F1: Each Restricted Stock Unit represents a contingent right to receive on share of Gap Inc's Common Stock.

F2: 15,376 shares vested on 3/16/2011.

F3: Not applicable.

F4: 75,000 shares vested on 3/16/2011.

F5: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2011.

F6: 8,776 shares vested on 3/17/2011.