GAP INC — Director's Dealing 2013

Mar 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2013-03-15

Reporting Person: SIMMONS SABRINA (EVP CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-15	Common Stock	M	27529.0	$0.0	Acquired	27529	Direct
2013-03-15	Common Stock	F	12974.0	$36.39	Disposed	14555	Direct
2013-03-15	Common Stock	M	25000.0	$23.07	Acquired	39555	Direct
2013-03-15	Common Stock	S	25000.0	$36.3408	Disposed	14555	Direct
2013-03-18	Common Stock	S	14555.0	$36.6399	Disposed	0	Direct
2013-03-18	Common Stock	M	37500.0	$11.77	Acquired	37500	Direct
2013-03-18	Common Stock	S	37500.0	$36.643	Disposed	0	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	37500.0	Disposed	2019-03-16	Common Stock (37500)	Direct
2013-03-15	Non-Qualified Stock Option (right to buy)	$23.07	M	25000.0	Disposed	2020-03-15	Common Stock (25000)	Direct
2013-03-15	Restricted Stock Unit	$0.0	M	27529.0	Disposed		Common Stock (27529)	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 November 20, 2012.

F2: This option was fully vested and exercisable.

F3: 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.

F4: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F5: 27,529 shares vested on March 15, 2013.

F6: Not applicable.