GAP INC — Director's Dealing 2012

Jul 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2012-06-30

Reporting Person: Tsang Katherine (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-30	Dividend Equivalent Rights	$0	A	101	Acquired		Common Stock (101)	Direct
2012-06-30	Stock Unit	$0	A	4568	Acquired		Common Stock (4568)	Direct

Footnotes

F1: The dividend equivalent rights accrued on stock units originally granted on 6/30/2011 and are immediately vested. Each equivalent right is the economic equivalent of one share of Gap Inc. common stock. Vested shares are delivered to the reporting person no sooner than 3 years from the date of grant, unless further deferred, or immediately upon resignation or retirement from the Board, if earlier.

F2: Not applicable.

F3: Each stock unit represents a contingent right to receive one share of Gap Inc. common stock. Shares are delivered to the reporting person no sooner than 3 years from the date of grant, unless further deferred, or immediately upon resignation or retirement from the Board, if earlier.