GAP INC — Director's Dealing 2015

Mar 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2015-03-20

Reporting Person: Goldfarb Solomon (EVP, Digital & Customer Exp.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-20	Common Stock	M	7500.0	$25.09	Acquired	14207.2268	Direct
2015-03-20	Common Stock	M	1250.0	$21.79	Acquired	15457.2268	Direct
2015-03-20	Common Stock	S	8750.0	$43.292	Disposed	6707.2268	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-20	Non-Qualified Stock Option (right to buy)	$21.79	M	1250.0	Disposed	2021-03-14	Common Stock (1250)	Direct
2015-03-20	Non-Qualified Stock Option (right to buy)	$25.09	M	7500.0	Disposed	2022-03-12	Common Stock (7500)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.29 to $43.31, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: On March 14, 2011, the reporting person was granted an option to purchase a total of 5,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.

F3: On March 12, 2012, the reporting person was granted an option to purchase a total of 15,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.