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: Funnell Colin (EVP Global Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-12	Common Stock	M	15332.0	$0.0	Acquired	15947	Direct
2014-03-12	Common Stock	F	5750.0	$41.3	Disposed	10197	Direct
2014-03-12	Common Stock	M	12500.0	$25.09	Acquired	22697	Direct
2014-03-12	Common Stock	S	12500.0	$41.1952	Disposed	10197	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	12500.0	Disposed	2022-03-12	Common Stock (12500)	Direct
2014-03-12	Restricted Stock Unit	$0.0	M	15332.0	Disposed		Common Stock (15332)	Direct

Footnotes

F1: 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.

F2: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F3: 15,332 shares vested on March 12, 2014.

F4: Not applicable.