GAP INC — Director's Dealing 2011

Mar 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BANKS MICHELLE (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-16	Common Stock	M	25000	—	Acquired	51070.7665	Direct
2011-03-16	Common Stock	F	9170	$21.53	Disposed	41900.7665	Direct
2011-03-16	Common Stock	M	7420	—	Acquired	49320.7665	Direct
2011-03-16	Common Stock	F	2721	$21.53	Disposed	46599.7665	Direct
2011-03-17	Common Stock	M	10000	—	Acquired	56599.7665	Direct
2011-03-17	Common Stock	F	3667	$21.68	Disposed	52932.7665	Direct
2011-03-17	Common Stock	M	5033	—	Acquired	57965.7665	Direct
2011-03-17	Common Stock	F	1846	$21.68	Disposed	56119.7665	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-16	Restricted Stock Units	$0	M	25000	Disposed		Common Stock (25000)	Direct
2011-03-16	Restricted Stock Units	$0	M	7420	Disposed		Common Stock (7420)	Direct
2011-03-17	Restricted Stock Units	$0	M	10000	Disposed		Common Stock (10000)	Direct
2011-03-17	Restricted Stock Units	$0	M	5033	Disposed		Common Stock (5033)	Direct

Footnotes

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

F2: 25,000 shares vested on 3/16/11.

F3: Not Applicable

F4: 7,420 shares vested on 3/16/11.

F5: 10,000 shares vested on 3/17/11.

F6: 5,033 shares vested on 3/17/11.