GAP INC — Director's Dealing 2012

Aug 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2012-08-22

Reporting Person: PECK ARTHUR L (Division President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-22	Common Stock	S	130796.0	$35.2417	Disposed	106771.4327	Direct
2012-08-22	Common Stock	M	93750.0	$11.77	Acquired	200521.4327	Direct
2012-08-22	Common Stock	S	93750.0	$35.2456	Disposed	106771.4327	Direct
2012-08-22	Common Stock	M	125000.0	$17.84	Acquired	231771.4327	Direct
2012-08-22	Common Stock	S	125000.0	$35.2456	Disposed	106771.4327	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-22	Non-Qualified Stock Option (right to buy)	$11.77	M	93750.0	Disposed	2019-03-16	Common Stock (93750.0)	Direct
2012-08-22	Non-Qualified Stock Option (right to buy)	$17.84	M	125000.0	Disposed	2016-03-13	Common Stock (125000.0)	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.