GAP INC — Director's Dealing 2012

May 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2012-05-04

Reporting Person: Murphy Glenn (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-04	Common Stock	M	150000	$16.44	Acquired	150000	Direct
2012-05-04	Common Stock	G	150000	$0.00	Disposed	0.00	Direct
2012-05-04	Common Stock	G	150000	$0.00	Acquired	301261	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-04	Non-Qualfied Stock Option (Right to Buy)	$16.44	M	150000	Disposed	2017-08-03	Common Stock (150000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	151261	Indirect

Footnotes

F1: These options vest in accordance with the following schedule:
10% vested on 08/03/2008; 15% vested on 08/03/2009; 15% vested on 08/03/2010; 20% vested on 08/03/2011; 20% vest on 08/03/2012; and 20% vest on 08/03/2013. Date of grant is 10 years prior to the expiration date.