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: BELLAMY ADRIAN D P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-30	Common Stock	M	306	—	Acquired	73772	Direct
2012-06-30	Common Stock	M	5182	—	Acquired	78954	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-30	Dividend Equivalent Rights	$0	A	319	Acquired		Common Stock (319)	Direct
2012-06-30	Stock Unit	$0	M	5182	Disposed		Common Stock (5182)	Direct
2012-06-30	Stock Unit	$0	A	4568	Acquired		Common Stock (4568)	Direct
2012-06-30	Dividend Equivalent Rights	$0	M	306	Disposed		Common Stock (306)	Direct

Footnotes

F1: The dividend equivalent rights accrued on stock units originally granted on 6/30/2009, 6/30/2010 and 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: 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.

F3: Not applicable.

F4: The dividend equivalent rights accrued on stock units originally granted on 6/30/2009 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.