GAP INC — Director's Dealing 2012

Mar 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (gps)
CIK: 0000039911
Period of Report: 2012-03-12

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-12	Non-Qualified Stock Option (Right to Buy)	$25.09	A	50000	Acquired	2022-03-12	Common Stock (50000)	Direct
2012-03-12	Restricted Stock Unit	$0	A	25000	Acquired		Common Stock (25000)	Direct
2012-03-12	Performance Unit	$0	A	5665	Acquired		Common Stock (5665)	Direct

Footnotes

F1: The options under this grant become exercisable in four equal annual installments beginning one year from date of grant. Date of grant is 10 years prior to the expiration date.

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

F3: 12,500 shares vest on March 12, 2014 and 12,500 shares vest on March 12, 2015.

F4: Each performance unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F5: 2,832 shares vest on March 12, 2014 and 2,833 shares vest on March 12, 2015.