GAP INC — Director's Dealing 2014

Jun 25, 2014

SEC Form 4/A — Form 4/A

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2014-03-17

Reporting Person: SIMMONS SABRINA (EVP CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-18	Common Stock	A	17856	—	Acquired	30225	Direct
2014-03-18	Common Stock	F	9316	$42.14	Disposed	20909	Direct
2014-03-19	Common Stock	S	8540	$41.7073	Disposed	12369	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-18	Performance Shares	$0	M	17856	Disposed		Common Stock (17856)	Direct

Footnotes

F1: Each Performance Share represents a contingent right to receive one share of Gap Inc. Common Stock.

F2: Represents Performance Shares earned following completion of a three-year (2010-2012) performance cycle and a one-year vesting period under the Company's Long-Term Growth Program. For additional information on the Company's Long-Term Growth Plan, please see the Company's Proxy Statement for its 2013 Annual Shareholder Meeting, available on gapinc.com. This amendment is being filed to correct actual shares earned under the Company's Long-Term Growth Program, which was incorrectly reported as 17,857 shares.

F3: Not applicable.

F4: This amendment is being filed to correct the balance of Performance Shares beneficially owned by the reporting person following the reported transaction.

F5: This amendment is being filed to correct the number of shares beneficially owned by the reporting person following the reported transaction.

F6: The exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 25, 2013.