GAP INC — Director's Dealing 2015

Jul 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2015-06-30

Reporting Person: DE SOLE DOMENICO (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-30	Common Stock	M	4568.0	$0.0	Acquired	42733	Direct
2015-06-30	Common Stock	M	253.0	$0.0	Acquired	42986	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-30	Dividend Equivalent Rights	$0.0	A	268.3797	Acquired		Common Stock (268.3797)	Direct
2015-06-30	Dividend Equivalent Rights	$0.0	M	253.3629	Disposed		Common Stock (253.3629)	Direct
2015-06-30	Stock Units	$0.0	M	4568.0	Disposed		Common Stock (4568)	Direct
2015-06-30	Stock Units	$0.0	A	3667.0	Acquired		Common Stock (3667)	Direct

Footnotes

F1: Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.

F2: The dividend equivalent rights accrued on stock units originally granted on June 30, 2012, June 30, 2013 and June 30, 2014 and are immediately vested. Vested shares are delivered to the reporting person no sooner than 3 years from the date of grant, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.

F3: Not applicable.

F4: These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on June 30, 2012.

F5: Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.

F6: These shares were issued in settlement of stock units granted on June 30, 2012.

F7: Each stock unit is immediately vested. However, delivery of the shares is deferred until three years from the date of grant, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.