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: Raggio Stanley P. (EVP, Global Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-16	Common Stock	M	20000	—	Acquired	30554	Direct
2011-03-16	Common Stock	F	7336	$21.53	Disposed	23218	Direct
2011-03-16	Common Stock	M	7910	—	Acquired	31128	Direct
2011-03-16	Common Stock	F	2901	$21.53	Disposed	28227	Direct
2011-03-17	Common Stock	M	10000	—	Acquired	38227	Direct
2011-03-17	Common Stock	F	3667	$21.68	Disposed	34560	Direct
2011-03-17	Common Stock	M	6664	—	Acquired	41224	Direct
2011-03-17	Common Stock	F	2444	$21.68	Disposed	38780	Direct
2011-03-17	Common Stock	S	10552	$21.6558	Disposed	28228	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-16	Restricted Stock Units	$0	M	20000	Disposed		Common Stock (20000)	Direct
2011-03-16	Restricted Stock Units	$0	M	7910	Disposed		Common Stock (7910)	Direct
2011-03-17	Restricted Stock Units	$0	M	10000	Disposed		Common Stock (10000)	Direct
2011-03-17	Restricted Stock Unit	$0	M	6664	Disposed		Common Stock (6664)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	387	Indirect
Common Stock	387	Indirect
Common Stock	387	Indirect

Footnotes

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

F2: 20,000 shares vested on 3/16/11.

F3: Not Applicable

F4: 7,910 shares vested on 3/16/11.

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

F6: 6,664 shares vested on 3/17/11.

F7: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 11, 2011.

F8: The reporting person and his spouse are trustees of this irrevocable trust for the benefit of their child. The reporting person disclaims beneficial ownership of the reported securities.