GAP INC — Director's Dealing 2013

Jul 31, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2013-07-29

Reporting Person: BANKS MICHELLE (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-07-29	Common Stock	M	12500.0	$25.09	Acquired	85177.7056	Direct
2013-07-29	Common Stock	M	12500.0	$21.79	Acquired	97677.7056	Direct
2013-07-29	Common Stock	M	10000.0	$23.07	Acquired	107677.7056	Direct
2013-07-29	Common Stock	M	10000.0	$11.77	Acquired	117677.7056	Direct
2013-07-29	Common Stock	S	45000.0	$45.5882	Disposed	72677.7056	Direct
2013-07-29	Common Stock	S	12618.0	$45.5624	Disposed	60059.7056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-29	Non-Qualified Stock Option (right to buy)	$11.77	M	10000.0	Disposed	2019-03-16	Common Stock (10000)	Direct
2013-07-29	Non-Qualified Stock Option (right to buy)	$21.79	M	12500.0	Disposed	2021-03-14	Common Stock (12500)	Direct
2013-07-29	Non-Qualified Stock Option (right to buy)	$23.07	M	10000.0	Disposed	2020-03-15	Common Stock (10000)	Direct
2013-07-29	Non-Qualified Stock Option (right to buy)	$25.09	M	12500.0	Disposed	2022-03-12	Common Stock (12500)	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 May 28, 2013.

F2: This option was fully vested and exercisable.

F3: 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.