GAP INC — Director's Dealing 2015

Mar 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2015-03-16

Reporting Person: SIMMONS SABRINA (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-16	Common Stock	A	29498.0	$0.0	Acquired	29498	Direct
2015-03-16	Common Stock	F	15390.0	$41.27	Disposed	14108	Direct
2015-03-16	Common Stock	M	25000.0	$21.79	Acquired	39108	Direct
2015-03-16	Common Stock	S	25000.0	$41.3417	Disposed	14108	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-16	Non-Qualified Stock Option (right to buy)	$21.79	M	25000.0	Disposed	2021-03-14	Common Stock (25000)	Direct
2015-03-16	Non-Qualified Stock Option (right to buy)	$41.27	A	90000.0	Acquired	2025-03-16	Common Stock (90000)	Direct
2015-03-16	Performance Shares	$0.0	A	29498.0	Acquired		Common Stock (29498)	Direct

Footnotes

F1: On March 16, 2015, the Company's Compensation and Management Development Committee certified that the reporting person earned 58,996 Performance Shares following completion of a three-year (2012-2014) performance cycle under the Company's Long-Term Growth Program, with half of the award vesting on the certification date and the remainder vesting on the anniversary of such date (subject to the reporting person's continued service with the Company).

F2: Each Performance Share represents a contingent right to receive one share of Gap Inc. Common Stock.

F3: The exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 8, 2014.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.02 to $41.47, 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 14, 2011, the reporting person was granted an option to purchase a total of 100,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.

F6: On March 16, 2015, the reporting person was granted an option to purchase a total of 90,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.