GAP INC — Director's Dealing 2014

Mar 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SIMMONS SABRINA (EVP CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-17	Common Stock	M	25000.0	$23.07	Acquired	25000	Direct
2014-03-17	Common Stock	S	25000.0	$42.1669	Disposed	0	Direct
2014-03-17	Common Stock	A	25864.0	$0.0	Acquired	25864	Direct
2014-03-17	Common Stock	F	13495.0	$42.2	Disposed	12369	Direct
2014-03-17	Common Stock	A	17857.0	$0.0	Acquired	30226	Direct
2014-03-18	Common Stock	F	9316.0	$42.14	Disposed	20910	Direct
2014-03-19	Common Stock	S	8540.0	$41.7073	Disposed	12370	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-17	Non-Qualified Stock Option (right to buy)	$23.07	M	25000.0	Disposed	2020-03-15	Common Stock (25000)	Direct
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	25864.0	Acquired		Common Stock (25864)	Direct
2014-03-18	Performance Shares	$0.0	M	17857.0	Disposed		Common Stock (17857)	Direct
2014-03-17	Restricted Stock Unit	$0.0	A	25000.0	Acquired		Common Stock (25000)	Direct

Footnotes

F1: The exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 25, 2013.

F2: 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.

F3: 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.

F4: This option was fully vested and exercisable.

F5: 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.

F6: Each Performance Share represents a contingent right to receive one share of Gap Inc. Common Stock.

F7: Represents Performance Shares earned following completion of a three-year (2011 - 2013) performance cycle under the Company's Long-Term Growth Plan.

F8: Shares will vest on March 17, 2015.

F9: Not applicable.

F10: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F11: 12,500 shares vest on March 17, 2016 and 12,500 shares vest on March 17, 2017.