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GAP INC Director's Dealing 2013

Jul 3, 2013

30743_dirs_2013-07-02_662c9b6c-d8dd-4ebb-9732-a9c4a4a41b66.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2013-06-30

Reporting Person: BELLAMY ADRIAN D P (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-06-30 Common Stock M 6423.0 $0.0 Acquired 15377 Direct
2013-06-30 Common Stock M 341.0 $0.0 Acquired 15718 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-06-30 Dividend Equivalent Rights $0.0 A 229.8675 Acquired Common Stock (229.8675) Direct
2013-06-30 Dividend Equivalent Rights $0.0 M 341.4769 Disposed Common Stock (341.4769) Direct
2013-06-30 Stock Units $0.0 A 3354.0 Acquired Common Stock (3354) Direct
2013-06-30 Stock Units $0.0 M 6423.0 Disposed Common Stock (6423) Direct

Footnotes

F1: Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.

F2: The dividend equivalent rights accrued on stock units originally granted on June 30, 2010, June 30, 2011 and June 30, 2012 and are immediately vested. Delivery of the shares is deferred until three years from the original stock unit grant date, or immediately upon cessation of service as a member of the Board, if earlier.

F3: Not applicable.

F4: Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.

F5: Each stock unit is immediately vested. However, delivery of the shares is deferred until three years from the date of grant, or immediately upon cessation of service as a member of the Board, if earlier.