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: BANKS MICHELLE (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	M	10667	$17.84	Acquired	68546.7056	Direct
2012-03-01	Common Stock	S	10667	$25.3982	Disposed	57879.7056	Direct
2012-03-01	Common Stock	M	37500	$19.68	Acquired	95379.7056	Direct
2012-03-01	Common Stock	S	37500	$25.4	Disposed	57879.7056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Non-Qualified Stock Option (Right to Buy)	$17.84	M	10667	Disposed	2016-03-13	Common Stock (10667)	Direct
2012-03-01	Non-Qualified Stock Option (Right to Buy)	$19.68	M	37500	Disposed	2018-03-17	Common Stock (37500)	Direct

Footnotes

F1: The exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 8, 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 the expiration date.