GAP INC — Director's Dealing 2014

Mar 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2014-03-12

Reporting Person: SIMMONS SABRINA (EVP CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-12	Common Stock	M	50000.0	$0.0	Acquired	50000	Direct
2014-03-12	Common Stock	F	22553.0	$41.3	Disposed	27447	Direct
2014-03-12	Common Stock	M	25000.0	$25.09	Acquired	52447	Direct
2014-03-12	Common Stock	S	25000.0	$40.7627	Disposed	27447	Direct
2014-03-13	Common Stock	S	27447.0	$41.3413	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-12	Non-Qualified Stock Option (right to buy)	$25.09	M	25000.0	Disposed	2022-03-12	Common Stock (25000)	Direct
2014-03-12	Restricted Stock Unit	$0.0	M	50000.0	Disposed		Common Stock (50000)	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: 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.

F3: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F4: 50,000 shares vested on March 12, 2014.

F5: Not applicable.