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: Funnell Colin (EVP Global Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-18	Common Stock	M	9000.0	$11.77	Acquired	15593	Direct
2013-03-18	Common Stock	S	9000.0	$36.5046	Disposed	6593	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-18	Non-Qualified Stock Option (right to buy)	$11.77	M	9000.0	Disposed	2019-03-16	Common Stock (9000)	Direct
2013-03-18	Non-Qualified Stock Option (right to buy)	$36.45	A	40000.0	Acquired	2023-03-18	Common Stock (40000)	Direct
2013-03-18	Restricted Stock Unit	$0.0	A	5000.0	Acquired		Common Stock (5000)	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.

F3: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F4: 2,500 shares vest on March 18, 2015 and 2,500 shares vest on March 18, 2016.