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: Keiser John T. (EVP, Global Product Ops.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-16	Common Stock	A	20553.0	$0.0	Acquired	44463	Direct
2015-03-16	Common Stock	F	7715.0	$41.27	Disposed	36748	Direct
2015-03-17	Common Stock	M	17933.0	$0.0	Acquired	54681	Direct
2015-03-17	Common Stock	F	8819.0	$41.28	Disposed	45862	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-16	Performance Shares	$0.0	A	20554.0	Acquired		Common Stock (20554)	Direct
2015-03-17	Performance Shares	$0.0	M	17933.0	Disposed		Common Stock (17933)	Direct

Footnotes

F1: On March 16, 2015, the Company's Compensation and Management Development Committee certified that the reporting person earned 41,107 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: On March 17, 2014, the Company's Compensation and Management Development Committee certified that the reporting person earned 35,865 Performance Shares following completion of a three-year (2011-2013) 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).