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: Murphy Glenn (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-22	Common Stock	M	200000.0	$18.91	Acquired	410064	Direct
2014-08-22	Common Stock	M	100000.0	$16.44	Acquired	510064	Direct
2014-08-22	Common Stock	S	300000.0	$45.0017	Disposed	210064	Direct
2014-08-25	Common Stock	M	300000.0	$18.91	Acquired	510064	Direct
2014-08-25	Common Stock	S	300000.0	$46.0	Disposed	210064	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-22	Non-Qualified Stock Option (right to buy)	$16.44	M	100000.0	Disposed	2017-08-03	Common Stock (100000)	Direct
2014-08-22	Non-Qualified Stock Option (right to buy)	$18.91	M	200000.0	Disposed	2017-08-03	Common Stock (200000)	Direct
2014-08-25	Non-Qualified Stock Option (right to buy)	$18.91	M	300000.0	Disposed	2017-08-03	Common Stock (300000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	301261	Indirect

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 June 23, 2014.

F2: This option is fully vested and exercisable.