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: BANKS MICHELLE (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-17	Common Stock	A	15863.0	$0.0	Acquired	89977.7056	Direct
2014-03-17	Common Stock	F	8276.0	$42.2	Disposed	81701.7056	Direct
2014-03-18	Common Stock	A	7758.0	$0.0	Acquired	89459.7056	Direct
2014-03-18	Common Stock	F	4046.0	$42.14	Disposed	85413.7056	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	35000.0	Acquired	2024-03-17	Common Stock (35000)	Direct
2014-03-17	Performance Shares	$0.0	A	15863.0	Acquired		Common Stock (15863)	Direct
2014-03-18	Performance Shares	$0.0	M	7758.0	Acquired		Common Stock (7758)	Direct
2014-03-17	Restricted Stock Unit	$0.0	A	15000.0	Acquired		Common Stock (15000)	Direct

Footnotes

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

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 and a one-year vesting period 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.

F9: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F10: 7,500 shares vest on March 17, 2016 and 7,500 vest on March 17, 2017.