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GAP INC — Director's Dealing 2013
May 31, 2013
30743_dirs_2013-05-31_db1a7d4b-1aea-4d33-902e-5807aa30ffaa.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: 2013-05-30
Reporting Person: FISHER ROBERT J (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2013-05-30 | Common Stock | J | 3600000 | — | Disposed | 27000000 | Indirect |
| 2013-05-30 | Common Stock | J | 3600000 | — | Acquired | 27000000 | Indirect |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 9431332 | Direct |
| Common Stock | 122967 | Indirect |
| Common Stock | 15000 | Indirect |
Footnotes
F1: The reported securities are held by Fisher Core Holdings L.P., a Delaware limited partnership ("Fisher Holdings"). On May 30, 2013, the reporting person transferred Fisher Holdings partnership units ("Units") to a trust. Each Unit represents an economic interest in shares of The Gap, Inc. ("Gap") common stock and other assets owned by Fisher Holdings. The transaction reflects the simultaneous disposition by the reporting person and acquisition by the reporting person through the trust in which the reporting person has an indirect pecuniary interest. There was no transfer of shares of Gap common stock by Fisher Holdings in connection with this transaction.
F2: An initial cash installment of $80,000,000 was made, with an additional cash payment to be made so that total consideration for the Units equals the lesser of the appraised fair market value of the Units and $100,000,000 (collectively, the "Purchase Price"). Interest will accrue from the transfer date to the payment dates at the short-term applicable federal rate in effect on the transfer date.
F3: As a general partner of Fisher Holdings, the reporting person may be deemed to have indirect beneficial ownership of all 81,000,000 shares of Gap common stock of which Fisher Holdings has beneficial ownership. However, the reporting person disclaims beneficial ownership of all shares of Gap common stock held by Fisher Holdings except to the extent of his direct and indirect pecuniary interest therein.