GAP INC — Director's Dealing 2012

Mar 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2012-03-20

Reporting Person: SAGE GAVIN EVA (EVP, Global HR & Corp. Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-20	Common Stock	M	90000	$22.42	Acquired	132732	Direct
2012-03-20	Common Stock	S	90000	$26.0958	Disposed	42732	Direct
2012-03-20	Common Stock	M	75000	$19.68	Acquired	117732	Direct
2012-03-20	Common Stock	S	75000	$26.0958	Disposed	42732	Direct
2012-03-20	Common Stock	M	18750	$11.77	Acquired	61482	Direct
2012-03-20	Common Stock	S	18750	$26.0958	Disposed	42732	Direct
2012-03-20	Common Stock	M	27500	$23.07	Acquired	70232	Direct
2012-03-20	Common Stock	S	27500	$26.0958	Disposed	42732	Direct
2012-03-20	Common Stock	M	15000	$21.79	Acquired	57732	Direct
2012-03-20	Common Stock	S	15000	$26.0958	Disposed	42732	Direct
2012-03-20	Common Stock	S	42732	$26.1481	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-20	Non-Qualified Stock Option (Right to Buy)	$22.42	M	90000	Disposed	2015-03-11	Common Stock (90000)	Direct
2012-03-20	Non-Qualified Stock Option (Right to Buy)	$19.68	M	75000	Disposed	2018-03-17	Common Stock (75000)	Direct
2012-03-20	Non-Qualfied Stock Option (Right to Buy)	$11.77	M	18750	Disposed	2019-03-16	Common Stock (18750)	Direct
2012-03-20	Non-Qualfied Stock Option (Right to Buy)	$23.07	M	27500	Disposed	2020-03-15	Common Stock (27500)	Direct
2012-03-20	Non-Qualfied Stock Option (Right to Buy)	$21.79	M	15000	Disposed	2021-03-14	Common Stock (15000)	Direct

Footnotes

F1: This option was fully vested and exercisable.

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