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: Wyatt John T. (President, Old Navy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-16	Common Stock	M	29736	—	Acquired	170202	Direct
2011-03-16	Common Stock	F	10907	$21.53	Disposed	159295	Direct
2011-03-17	Common Stock	M	8146	—	Acquired	167441	Direct
2011-03-17	Common Stock	F	2987	$21.68	Disposed	164454	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-16	Restricted Stock Unit	$0	M	29736	Disposed		Common Stock (29736)	Direct
2011-03-17	Restricted Stock Units	$0	M	8146	Disposed		Common Stock (8146)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14299	Indirect

Footnotes

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

F2: 29,736 shares vested on 3/16/2011.

F3: Not Applicable.

F4: 8,146 shares vested on 3/17/2011