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: SIMMONS SABRINA (EVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-15	Common Stock	M	27529	$0.00	Acquired	38873	Direct
2012-03-15	Common Stock	F	12850	$25.64	Disposed	26023	Direct
2012-03-16	Common Stock	M	75000	$0.00	Acquired	101023	Direct
2012-03-16	Common Stock	F	35010	$25.39	Disposed	66013	Direct
2012-03-16	Common Stock	M	15377	$0.00	Acquired	81390	Direct
2012-03-16	Common Stock	F	7177	$25.39	Disposed	74213	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-15	Restricted Stock Unit	$0.00	M	27529	Disposed		Common Stock (27529)	Direct
2012-03-16	Restricted Stock Unit	$0.00	M	75000	Disposed		Common Stock (75000)	Direct
2012-03-16	Restricted Stock Unit	$0.00	M	15377	Disposed		Common Stock (15377)	Direct

Footnotes

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

F2: 27,529 shares vested on March 15, 2012.

F3: Not applicable.

F4: 75,000 shares vested on March 16, 2012.

F5: 15,377 shares vested on March 16, 2012.