GAP INC — Director's Dealing 2014

Jul 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2014-06-30

Reporting Person: FISHER ROBERT J (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-30	Common Stock	M	6906	—	Acquired	8960740	Direct
2014-06-30	Common Stock	M	337	—	Acquired	8961077	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-30	Stock Units	$0	M	6906	Disposed		Common Stock (6906)	Direct
2014-06-30	Dividend Equivalent Rights	$0	M	337	Disposed		Common Stock (337)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27000000	Indirect
Common Stock	123329	Indirect
Common Stock	15000	Indirect

Footnotes

F1: 6,906 shares were issued in settlement of the stock units originally granted to the reporting person on June 30, 2011. Each stock unit represented the right to receive one share of The Gap, Inc. common stock ("Gap Common Stock").

F2: 337 shares were issued in settlement of dividend equivalent rights on the above-referenced stock units originally granted to the reporting person on June 30, 2011. Each equivalent right was the economic equivalent of one share of Gap Common Stock.

F3: The reporting person is a general partner of Fisher Core Holdings L.P., a Delaware limited partnership ("Fisher Holdings") that owns the reported securities. As a general partner of Fisher Holdings, the reporting person may be deemed to have indirect beneficial ownership of all 81,000,000 shares of Gap Common Stock of which Fisher Holdings has beneficial ownership. However, the reporting person disclaims beneficial ownership of all shares of Gap Common Stock held by Fisher Holdings except to the extent of his direct and indirect pecuniary interest therein.