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: Calhoun Jack (Global President,)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-18	Common Stock	S	24633.0	$36.5097	Disposed	2215.5099	Direct
2013-03-18	Common Stock	A	14928.0	$0.0	Acquired	17143.5099	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-18	Non-Qualified Stock Option (right to buy)	$36.45	A	80000.0	Acquired	2023-03-18	Common Stock (80000)	Direct
2013-03-18	Performance Shares	$0.0	A	14928.0	Acquired		Common Stock (14928)	Direct
2013-03-18	Restricted Stock Unit	$0.0	A	50000.0	Acquired		Common Stock (50000)	Direct

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

F4: Represents Performance Shares earned following completion of a three year (2010-2012) performance cycle under the Company's Long-Term Growth Program.

F5: Shares will vest on March 18, 2014.

F6: Not applicable.

F7: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F8: 25,000 shares vest on March 18, 2015 and 25,000 shares vest on March 18, 2016.