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: PECK ARTHUR L (President, Gap North America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-16	Common Stock	M	50000	$0.00	Acquired	250091.4804	Direct
2012-03-16	Common Stock	F	23340	$25.39	Disposed	226751.4804	Direct
2012-03-16	Common Stock	M	20284	$0.00	Acquired	247035.4804	Direct
2012-03-16	Common Stock	F	9468	$25.39	Disposed	237567.4804	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-16	Restricted Stock Unit	$0.00	M	50000	Disposed		Common Stock (50000)	Direct
2012-03-16	Restricted Stock Unit	$0.00	M	20284	Disposed		Common Stock (20284)	Direct

Footnotes

F1: Includes 1,329.0800 acquired under The Gap Inc. employee stock purchase plan.

F2: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F3: 50,000 shares vested on March 16, 2012.

F4: Not applicable.

F5: 20,284 shares vested on March 16, 2012.