GAP INC — Director's Dealing 2013

May 14, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2013-05-10

Reporting Person: SAGE GAVIN EVA (EVP Global HR & Corp Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-10	Common Stock	M	9375.0	$11.77	Acquired	27905	Direct
2013-05-10	Common Stock	S	9375.0	$40.1874	Disposed	18530	Direct
2013-05-10	Common Stock	M	9375.0	$11.77	Acquired	27905	Direct
2013-05-10	Common Stock	S	9375.0	$40.1857	Disposed	18530	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-10	Non-Qualified Stock Option (right to buy)	$11.77	M	9375.0	Disposed	2019-03-16	Common Stock (9375)	Direct
2013-05-10	Non-Qualified Stock Option (right to buy)	$11.77	M	9375.0	Disposed	2019-03-16	Common Stock (9375)	Direct

Footnotes

F1: The exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 11, 2013.

F2: This option was fully vested and exercisable.