GAP INC — Director's Dealing 2011

Mar 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2011-03-14

Reporting Person: BANKS MICHELLE (EVP, General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-14	Stock Option (right to buy)	$21.79	A	50000	Acquired	2021-03-14	Common Stock (50000)	Direct
2011-03-14	Restricted Stock Unit	$0	A	20000	Acquired		Common Stock (20000)	Direct

Footnotes

F1: These shares become exercisable in four equal annual installments beginning March 14, 2012.

F2: Each Restricted Stock Unit represents a contingent right to receive one share of Gap, Inc.'s Common Stock.

F3: 10,000 shares vest on March 14, 2013 and 10,000 shares vest on March 14, 2014.