GAP INC — Director's Dealing 2012

Mar 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2012-03-15

Reporting Person: BANKS MICHELLE (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-15	Common Stock	M	11011	—	Acquired	68890.7056	Direct
2012-03-15	Common Stock	F	4038	$25.64	Disposed	64852.7056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-15	Restricted Stock Unit	$0	M	11011	Disposed		Common Stock (11011)	Direct

Footnotes

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

F2: 11,011 shares vested on March 15, 2012.

F3: Not applicable.