GAP INC — Director's Dealing 2012

May 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2012-05-15

Reporting Person: YOUNGBLOOD DR KNEELAND (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-15	Common Stock	M	18511	—	Acquired	35821	Direct
2012-05-15	Common Stock	M	678	—	Acquired	36499	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-15	Stock Unit	$0	M	18511	Disposed		Common Stock (18511)	Direct
2012-05-15	Dividend Equivalent Rights	$0	A	318	Acquired		Common Stock (318)	Direct
2012-05-15	Dividend Equivalent Rights	$0	M	678	Disposed		Common Stock (678)	Direct

Footnotes

F1: Each stock unit represents a contingent right to receive 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. The reporting person's service on the Board ended 05/15/2012.

F2: Not applicable.

F3: The dividend equivalent rights accrued on stock units originally granted on 06/30/2009, 06/30/2010 and 06/30/2011 and are immediately vested. Each equivalent right is the economic equivalent of one share of Gap Inc. Common Stock. Shares are delivered to the reporting person no sooner than 3 years from the original stock unit grant date, unless further deferred, or immediately upon resignation or retirement from the Board, if earlier. The reporting person's service on the Board ended 05/15/2012.