GAP INC — Director's Dealing 2014

Mar 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Murphy Glenn (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-17	Common Stock	A	155185.0	$0.0	Acquired	223111	Direct
2014-03-17	Common Stock	F	80974.0	$42.2	Disposed	142137	Direct
2014-03-18	Common Stock	M	142045.0	$0.0	Acquired	284182	Direct
2014-03-18	Common Stock	F	74118.0	$42.14	Disposed	210064	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-17	Performance Shares	$0.0	A	155186.0	Acquired		Common Stock (155186)	Direct
2014-03-17	Performance Shares	$0.0	A	631260.0	Acquired		Common Stock (631260)	Direct
2014-03-18	Performance Shares	$0.0	M	142045.0	Disposed		Common Stock (142045)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	301261	Indirect

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

F4: Represents Performance Shares earned following completion of a three-year (2011 - 2013) performance cycle under the Company's Long-Term Growth Plan.

F5: Shares will vest on March 17, 2015.

F6: Not applicable.

F7: Represents Performance Shares earned following completion of year two of a three year (2012 - 2014) performance cycle. For additional information on this Performance Share Award, please see the Company's Form 8-K filed on May 4, 2012, available on gapinc.com.

F8: Shares will vest on January 31, 2015.

F9: 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.