GAP INC — Director's Dealing 2013

Mar 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2013-03-14

Reporting Person: Funnell Colin (EVP Global Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-14	Common Stock	M	5377.0	$0.0	Acquired	5377	Direct
2013-03-14	Common Stock	F	2020.0	$36.57	Disposed	3357	Direct
2013-03-14	Common Stock	M	7500.0	$21.79	Acquired	10857	Direct
2013-03-14	Common Stock	S	7500.0	$36.7025	Disposed	3357	Direct
2013-03-15	Common Stock	M	10561.0	$0.0	Acquired	13918	Direct
2013-03-15	Common Stock	F	3968.0	$36.39	Disposed	9950	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-14	Non-Qualified Stock Option (right to buy)	$21.79	M	7500.0	Disposed	2021-03-14	Common Stock (7500)	Direct
2013-03-14	Restricted Stock Unit	$0.0	M	5377.0	Disposed		Common Stock (5377)	Direct
2013-03-15	Restricted Stock Unit	$0.0	M	10561.0	Disposed		Common Stock (10561)	Direct

Footnotes

F1: 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.

F2: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F3: 5,377 shares vested on March 14, 2013.

F4: Not applicable.

F5: 10,561 shares vested on March 15, 2013.