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: Funnell Colin (Former EVP Global Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-17	Common Stock	A	6252.0	$0.0	Acquired	19806	Direct
2014-03-17	Common Stock	F	2794.0	$42.2	Disposed	17012	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-17	Performance Unit	$0.0	A	6253.0	Acquired		Common Stock (6253)	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: Each Performance Share represents a contingent right to receive one share of Gap Inc. Common Stock.

F3: Represents Performance Shares earned following completion of a three-year (2011 - 2013) performance cycle under the Company's Long-Term Growth Plan.

F4: Shares will vest on March 17, 2015.

F5: Not applicable.