GAP INC — Director's Dealing 2011

Mar 14, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2011-01-29

Reporting Person: FISHER JOHN J (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-07	Common Stock	G	606	—	Acquired	15947412	Direct
2010-12-07	Common Stock	G	4852	—	Disposed	15947412	Direct
2010-12-30	Common Stock	G	450000	—	Disposed	15947412	Direct
2010-12-07	Common Stock	G	606	—	Acquired	40450	Indirect
2010-03-29	Common Stock	G	22000000	—	Acquired	27000000	Indirect
2010-12-07	Common Stock	G	22000000	—	Acquired	27000000	Indirect
2010-12-28	Common Stock	G	4000000	—	Acquired	4000000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	442014	Indirect
Common Stock	20000	Indirect

Footnotes

F1: This reflects a gift of limited partnership interests in Fisher Core Holdings L.P., a Delaware limited partnership ("Fisher Holdings"), to a trust of which the reporting person is a trustee.

F2: The reporting person is a general partner of Fisher Holdings, that owns the reported securities. As a general partner of Fisher Holdings, the reporting person may be deemed to have beneficial ownership of all shares of Common Stock of which Fisher Holdings has beneficial ownership. However, the reporting person disclaims beneficial ownership of all shares of Common Stock held by Fisher Holdings except to the extent of his pecuniary interest therein.

F3: This reflects a gift of limited partnership interests in Fisher Holdings by a trust of which the reporting person is a trustee to beneficiaries of such trust.