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: PECK ARTHUR L (President, GAP North America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-16	Common Stock	M	50000	—	Acquired	148043	Direct
2011-03-16	Common Stock	F	18340	$21.53	Disposed	129703	Direct
2011-03-16	Common Stock	M	20283	—	Acquired	149986	Direct
2011-03-16	Common Stock	F	9468	$21.53	Disposed	140518	Direct
2011-03-17	Common Stock	M	25000	—	Acquired	165518	Direct
2011-03-17	Common Stock	F	11670	$21.68	Disposed	153848	Direct
2011-03-17	Common Stock	M	12327	—	Acquired	166175	Direct
2011-03-17	Common Stock	F	5754	$21.68	Disposed	160421	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-16	Restricted Stock Units	$0	M	50000	Disposed		Common Stock (50000)	Direct
2011-03-16	Restricted Stock Units	$0	M	20283	Disposed		Common Stock (20283)	Direct
2011-03-17	Restricted Stock Units	$0	M	25000	Disposed		Common Stock (25000)	Direct
2011-03-17	Restricted Stock Units	$0	M	12327	Disposed		Common Stock (12327)	Direct

Footnotes

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

F2: 50,000 shares vested on 3/16/11.

F3: Not Applicable

F4: 20,283 shares vested on 3/16/11.

F5: 25,000 shares vested on 3/17/11

F6: 12,327 shares vested on 3/17/11.