GAP INC — Director's Dealing 2014

May 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2014-05-10

Reporting Person: BELLAMY ADRIAN D P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-10	Common Stock	M	5494.0	$0.0	Acquired	21212	Direct
2014-05-10	Common Stock	M	801.0	$0.0	Acquired	22013	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-10	Dividend Equivalent Rights	$0.0	A	117.3998	Acquired		Common Stock (117.3998)	Direct
2014-05-10	Dividend Equivalent Rights	$0.0	M	801.3692	Disposed		Common Stock (801.3692)	Direct
2014-05-10	Stock Units	$0.0	M	5494.0	Disposed		Common Stock (5494)	Direct

Footnotes

F1: Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.

F2: The dividend equivalent rights accrued on stock units originally granted on May 10, 2006 and are immediately vested. Vested shares are delivered to the reporting person no sooner than 3 years from the date of grant, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.

F3: Not applicable.

F4: Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.

F5: Each stock unit is immediately vested. However, delivery of the shares is deferred until three years from the date of grant, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.