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GAP INC Director's Dealing 2014

Mar 21, 2014

30743_dirs_2014-03-20_af613aaa-e88b-45cb-b87a-4f8a242c26f5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Sunnucks Stephen (Global President, Gap)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-03-17 Common Stock A 7943.0 $0.0 Acquired 206019 Direct
2014-03-17 Common Stock F 3732.0 $42.2 Disposed 202287 Direct
2014-03-18 Common Stock A 11015.0 $0.0 Acquired 213302 Direct
2014-03-18 Common Stock F 5175.0 $42.14 Disposed 208127 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-03-17 Non-Qualified Stock Option (right to buy) $42.2 A 90000.0 Acquired 2024-03-17 Common Stock (90000) Direct
2014-03-17 Performance Shares $0.0 A 7944.0 Acquired Common Stock (7944) Direct
2014-03-18 Performance Shares $0.0 M 11015.0 Disposed Common Stock (11015) Direct

Footnotes

F1: Represents shares issued upon completion of a three-year (2011 - 2013) performance cycle 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.

F2: Represents shares issued upon 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.

F3: The options under this grant become exercisable in four equal annual installments beginning one year from date of grant. Date of grant is 10 years prior to expiration date.

F4: Each Performance Share represents a contingent right to receive one share of Gap Inc. Common Stock.

F5: Represents Performance Shares earned following completion of a three-year (2011 - 2013) performance cycle under the Company's Long-Term Growth Plan.

F6: Shares will vest on March 17, 2015.

F7: Not applicable.

F8: 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.