GAP INC — Director's Dealing 2012

Feb 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2012-02-03

Reporting Person: Wyatt John T. (Former President Old Navy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-03	Common Stock	M	200000	$18.26	Acquired	298791	Direct
2012-02-03	Common Stock	M	112500	$19.68	Acquired	411291	Direct
2012-02-03	Common Stock	M	75000	$11.77	Acquired	486291	Direct
2012-02-03	Common Stock	S	388314.5702	$21.6518	Disposed	97976.4298	Direct
2012-02-03	Common Stock	S	75000	$21.6518	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-03	Non-Qualified Stock Option (right to buy)	$18.26	M	200000	Disposed	2016-03-20	Common Stock (200000)	Direct
2012-02-03	Non-Qualified Stock Option (right to buy)	$19.68	M	112500	Disposed	2018-03-17	Common Stock (112500)	Direct
2012-02-03	Non Qualifed Stock Option (right to buy)	$11.77	M	75000	Disposed	2019-03-16	Common Stock (75000)	Direct

Footnotes

F1: This option was fully vested and exercisable.

F2: 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 expiration date.