GAP INC — Director's Dealing 2015

Mar 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2015-03-18

Reporting Person: Owen Andi (Global Pres., Banana Republic)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-18	Common Stock	M	10687.0	$0.0	Acquired	15680	Direct
2015-03-18	Common Stock	F	4015.0	$42.33	Disposed	11665	Direct
2015-03-18	Common Stock	S	4993.0	$41.4262	Disposed	6672	Direct
2015-03-19	Common Stock	S	6672.0	$42.38	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-18	Restricted Stock Unit	$0.0	M	10687.0	Disposed		Common Stock (10687)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 16, 2015.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.04 to $41.56, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.20 to $42.61, 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.

F5: On March 18, 2013, the reporting person was granted 21,374 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date.