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: 2012-03-15

Reporting Person: Funnell Colin (EVP, Global Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-15	Common Stock	M	10561	$0.00	Acquired	13050.9679	Direct
2012-03-15	Common Stock	F	3873	$25.64	Disposed	9177.9679	Direct
2012-03-16	Common Stock	M	7336	$0.00	Acquired	16513.9679	Direct
2012-03-16	Common Stock	F	2690	$25.39	Disposed	13823.9679	Direct
2012-03-16	Common Stock	S	6688	$25.453	Disposed	7135.9679	Direct
2012-03-16	Common Stock	S	194.6594	$25.40	Disposed	6941.3085	Direct
2012-03-16	Common Stock	S	545.0068	$25.40	Disposed	6396.3017	Direct
2012-03-19	Common Stock	S	4646	$25.651	Disposed	1750.3017	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-15	Restricted Stock Unit	$0.00	M	10561	Disposed		Common Stock (10561)	Direct
2012-03-16	Restricted Stock Unit	$0.00	M	7336	Disposed		Common Stock (7336)	Direct

Footnotes

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

F2: 10,561 shares vested on March 15, 2012.

F3: Not applicable.

F4: 7,336 shares vested on March 16, 2012.