GAP INC — Director's Dealing 2012

Nov 10, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2012-11-05

Reporting Person: Sunnucks Stephen (Global President, Gap Brand)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	101811.0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$11.77	2019-03-16	Common Stock (125000.0)		Direct
Non-Qualified Stock Option (right to buy)	$17.84	2016-03-13	Common Stock (130000.0)		Direct
Non-Qualified Stock Option (right to buy)	$19.68	2018-03-17	Common Stock (125000.0)		Direct
Non-Qualified Stock Option (right to buy)	$21.79	2021-03-14	Common Stock (100000.0)		Direct
Non-Qualified Stock Option (right to buy)	$23.07	2020-03-15	Common Stock (100000.0)		Direct
Non-Qualified Stock Option (right to buy)	$25.09	2022-03-12	Common Stock (100000.0)		Direct
Restricted Stock Unit	$0.0		Common Stock (229116.0)		Direct

Footnotes

F1: The options under this grant become exercisable in four equal annual installments beginning one year from date of grant. Date of grant is 10 years prior to expiration date.

F2: This option was fully vested and exercisable.

F3: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F4: Represents three grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 29,116 vest on 03/15/2013; 50,000 vest on 03/12/2014 and 50,000 vest on 03/12/2015; 50,000 vest on 03/14/2013 and 50,000 vest on 03/14/2014.

F5: Not Applicable.