GAP INC — Director's Dealing 2013

May 31, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2013-05-29

Reporting Person: PECK ARTHUR L (President, GID)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-29	Common Stock	M	75000.0	$23.07	Acquired	228857.4327	Direct
2013-05-29	Common Stock	S	75000.0	$39.5693	Disposed	153857.4327	Direct
2013-05-29	Common Stock	M	31250.0	$11.77	Acquired	185107.4327	Direct
2013-05-29	Common Stock	S	31250.0	$39.5693	Disposed	153857.4327	Direct
2013-05-29	Common Stock	M	100000.0	$19.68	Acquired	253857.4327	Direct
2013-05-29	Common Stock	S	100000.0	$39.5693	Disposed	153857.4327	Direct
2013-05-29	Common Stock	S	79951.0	$39.5693	Disposed	73906.4327	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-29	Non-Qualified Stock Option (right to buy)	$11.77	M	31250.0	Disposed	2019-03-16	Common Stock (31250)	Direct
2013-05-29	Non-Qualified Stock Option (right to buy)	$19.68	M	100000.0	Disposed	2018-03-17	Common Stock (100000)	Direct
2013-05-29	Non-Qualified Stock Option (right to buy)	$23.07	M	75000.0	Disposed	2020-03-15	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.