GAP INC — Director's Dealing 2013

May 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2013-05-03

Reporting Person: Murphy Glenn (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-03	Common Stock	M	250000.0	$16.44	Acquired	317926	Direct
2013-05-03	Common Stock	S	250000.0	$39.0	Disposed	67926	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-03	Non-Qualified Stock Option (right to buy)	$16.44	M	250000.0	Disposed	2017-08-03	Common Stock (250000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	301261	Indirect

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 November 20, 2012.

F2: 200,000 options remain exercisable under this grant. The remaining 400,000 unvested options under this grant will become exercisable on August 3, 2013.