GAP INC — Director's Dealing 2014

Mar 26, 2014

SEC Form 4/A — Form 4/A

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2014-03-18

Reporting Person: BANKS MICHELLE (EVP & General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-18	Performance Shares	$0.0	M	7758.0	Disposed		Common Stock (7758)	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. This amendment is being filed to report these derivative securities as a disposition and not as an acquisition of derivative securities as previously reported.

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.