GAP INC — Director's Dealing 2012

Mar 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2012-03-16

Reporting Person: BANKS MICHELLE (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-16	Common Stock	M	7420	$0.00	Acquired	72272.7056	Direct
2012-03-16	Common Stock	F	3187	$25.39	Disposed	69085.7056	Direct
2012-03-16	Common Stock	M	25000	$0.00	Acquired	94085.7056	Direct
2012-03-16	Common Stock	F	9170	$25.39	Disposed	84915.7056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-16	Restricted Stock Unit	$0.00	M	7420	Disposed		Common Stock (7420)	Direct
2012-03-16	Restricted Stock Unit	$0.00	M	25000	Disposed		Common Stock (25000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F2: 7,420 shares vested on March 16, 2012.

F3: Not applicable.

F4: 25,000 shares vested on March 16, 2012.