GAP INC — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2012-03-01

Reporting Person: SIMMONS SABRINA (EVP, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	M	55000	$21.55	Acquired	66344	Direct
2012-03-01	Common Stock	S	55000	$25.4	Disposed	11344	Direct
2012-03-01	Common Stock	M	56250	$19.68	Acquired	67594	Direct
2012-03-01	Common Stock	S	56250	$25.4	Disposed	11344	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Non-Qualified Stock Option (Right to Buy)	$21.55	M	55000	Disposed	2014-03-08	Common Stock (55000)	Direct
2012-03-01	Non-Qualified Stock Option (Right to Buy)	$19.68	M	56250	Disposed	2018-03-17	Common Stock (56250)	Direct

Footnotes

F1: The exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 21, 2011.

F2: This option was fully vested and exercisable.

F3: The options under this grant become exercisable in four equal installments beginning one year from date of grant. Date of grant is 10 years prior to expiration date.