GAP INC — Director's Dealing 2012

Aug 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (gps)
CIK: 0000039911
Period of Report: 2012-08-02

Reporting Person: SIMMONS SABRINA (EVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-02	Common Stock	M	25000	$23.07	Acquired	36344	Direct
2012-08-02	Common Stock	S	25000	$31.95	Disposed	11344	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-02	Non-Qualified Stock Option (Right to Buy)	$23.07	M	25000	Disposed	2020-03-15	Common Stock (25000)	Direct

Footnotes

F1: The exercise and sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 22, 2012.

F2: The options under this grant become exercisable in four equal installments beginning one year from the date of grant. Date of grant is 10 years prior to expiration date.