GAP INC — Director's Dealing 2014

Aug 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2014-08-22

Reporting Person: BANKS MICHELLE (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-22	Common Stock	M	12500.0	$25.09	Acquired	97913.7056	Direct
2014-08-22	Common Stock	M	12500.0	$21.79	Acquired	110413.7056	Direct
2014-08-22	Common Stock	M	10000.0	$23.07	Acquired	120413.7056	Direct
2014-08-22	Common Stock	S	35000.0	$45.0	Disposed	85413.7056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-22	Non-Qualified Stock Option (right to buy)	$21.79	M	12500.0	Disposed	2021-03-14	Common Stock (12500)	Direct
2014-08-22	Non-Qualified Stock Option (right to buy)	$25.09	M	12500.0	Disposed	2022-03-12	Common Stock (12500)	Direct
2014-08-22	Non-Qualified Stock Option (right to buy)	$36.45	M	10000.0	Disposed	2023-03-18	Common Stock (10000)	Direct

Footnotes

F1: The exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 22, 2014.

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: This option is fully vested and exercisable.