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: SAGE GAVIN EVA (EVP, Global HR & Corp. Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-16	Common Stock	M	37500	—	Acquired	37500	Direct
2011-03-16	Common Stock	F	13755	$21.53	Disposed	23745	Direct
2011-03-16	Common Stock	M	12976	—	Acquired	36721	Direct
2011-03-16	Common Stock	F	4759	$21.53	Disposed	31962	Direct
2011-03-17	Common Stock	M	30000	—	Acquired	61962	Direct
2011-03-17	Common Stock	F	14003	$21.68	Disposed	47959	Direct
2011-03-17	Common Stock	M	10724	—	Acquired	58683	Direct
2011-03-17	Common Stock	F	5005	$21.68	Disposed	53678	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-16	Restricted Stock Units	$0	M	37500	Disposed		Common Stock (37500)	Direct
2011-03-16	Restricted Stock Unit	$0	M	12976	Disposed		Common Stock (12976)	Direct
2011-03-17	Resticted Stock Units	$0	M	30000	Disposed		Common Stock (30000)	Direct
2011-03-17	Restricted Stock Units	$0	M	10724	Disposed		Common Stock (10724)	Direct

Footnotes

F1: Each stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F2: 37,500 shares vested on 3/16/11.

F3: Not Applicable.

F4: 12,976 shares vested on 3/16/11.

F5: 30,000 shares vested on 3/17/11.

F6: 10,724 shares vested on 3/17/11.