GAP INC — Director's Dealing 2013

Mar 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2013-03-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-18	Common Stock	A	142044.0	$0.0	Acquired	142044	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-18	Performance Shares	$0.0	A	142045.0	Acquired		Common Stock (142045)	Direct
2013-03-18	Performance Shares	$0.0	A	666666.0	Acquired		Common Stock (666666)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	301261	Indirect

Footnotes

F1: Represents shares issued upon completion of a three year (2010-2012) performance cycle under the Company's Long-Term Growth Program. For additional information on the Company's Long-Term Growth Program, please see the Company's Proxy Statement for its 2012 Annual Shareholders Meeting, available on gapinc.com.

F2: Each Performance Share represents a contingent right to receive one share of Gap Inc. Common Stock.

F3: Represents Performance Shares earned following completion of a three year (2010-2012) performance cycle under the Company's Long-Term Growth Program.

F4: Shares will vest on March 18, 2014.

F5: Not applicable.

F6: Represents Performance Shares earned following completion of year one of a three year (2012-2014) performance cycle. For additional information on this Performance Share Award, please see the Company's Form 8-K filed on May 4, 2012, available on gapinc.com.

F7: Shares will vest on January 31, 2015.