GAP INC — Director's Dealing 2013

Apr 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2013-04-12

Reporting Person: Keiser John T. (CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-12	Common Stock	S	19796.0	$37.9472	Disposed	6685	Direct
2013-04-12	Common Stock	M	15000.0	$20.54	Acquired	21685	Direct
2013-04-12	Common Stock	S	15000.0	$37.951	Disposed	6685	Direct
2013-04-12	Common Stock	M	15000.0	$20.54	Acquired	21685	Direct
2013-04-12	Common Stock	S	15000.0	$37.7838	Disposed	6685	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-12	Non-Qualified Stock Option (right to buy)	$20.54	M	15000.0	Disposed	2020-01-04	Common Stock (15000)	Direct
2013-04-12	Non-Qualified Stock Option (right to buy)	$20.54	M	15000.0	Disposed	2020-01-04	Common Stock (15000)	Direct

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 February 8, 2013.

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.