GAP INC — Director's Dealing 2014

Jun 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2014-06-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-13	Common Stock	S	47336	$41.01	Disposed	9203834	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $41.00 to $41.07. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: 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.