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: BANKS MICHELLE (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-14	Common Stock	M	10000.0	$0.0	Acquired	64915.7056	Direct
2013-03-14	Common Stock	F	3744.0	$36.57	Disposed	61171.7056	Direct
2013-03-15	Common Stock	M	11012.0	$0.0	Acquired	72183.7056	Direct
2013-03-15	Common Stock	F	4138.0	$36.39	Disposed	68045.7056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-14	Restricted Stock Unit	$0.0	M	10000.0	Disposed		Common Stock (10000)	Direct
2013-03-15	Restricted Stock Unit	$0.0	M	11012.0	Disposed		Common Stock (11012)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F2: 10,000 shares vested on March 14, 2013.

F3: Not applicable.

F4: 11,012 shares vested on March 15, 2013.