GAP INC — Director's Dealing 2012

Feb 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Funnell Colin (EVP Global Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-02	Common Stock	M	12500.0	$0.0	Acquired	14989.9679	Direct
2012-02-02	Common Stock	F	4686.0	$21.52	Disposed	10303.9679	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-02	Restricted Stock Unit	$0.0	M	12500.0	Disposed		Common Stock (12500.0)	Direct

Footnotes

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

F2: 12,500 shares vested on 02/02/2012.

F3: Not applicable.