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: Calhoun Jack (Global President,)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-14	Common Stock	M	25000.0	$0.0	Acquired	27215.5099	Direct
2013-03-14	Common Stock	F	9395.0	$36.57	Disposed	17820.5099	Direct
2013-03-15	Common Stock	M	18205.0	$0.0	Acquired	36025.5099	Direct
2013-03-15	Common Stock	F	9177.0	$36.39	Disposed	26848.5099	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-14	Restricted Stock Unit	$0.0	M	25000.0	Disposed		Common Stock (25000)	Direct
2013-03-15	Restricted Stock Unit	$0.0	M	18205.0	Disposed		Common Stock (18205)	Direct

Footnotes

F1: Includes 320.9041 shares acquired under The Gap, Inc. Employee Stock Purchase Plan.

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

F3: 25,000 shares vested on March 14, 2013.

F4: Not applicable.

F5: 18,205 shares vested on March 15, 2013.