GAP INC — Director's Dealing 2015

Mar 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2015-03-12

Reporting Person: SIMMONS SABRINA (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-12	Common Stock	M	50000.0	$0.0	Acquired	50000	Direct
2015-03-12	Common Stock	F	26090.0	$41.42	Disposed	23910	Direct
2015-03-12	Common Stock	M	25000.0	$25.09	Acquired	48910	Direct
2015-03-12	Common Stock	S	25000.0	$40.971	Disposed	23910	Direct
2015-03-13	Common Stock	S	23910.0	$41.1689	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-12	Non-Qualified Stock Option (right to buy)	$25.09	M	25000.0	Disposed	2022-03-12	Common Stock (25000)	Direct
2015-03-12	Restricted Stock Unit	$0.0	M	50000.0	Disposed		Common Stock (50000)	Direct

Footnotes

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

F2: 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.68 to $41.16, 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 $40.98 to $41.45, 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: The option, representing a right to purchase a total of 100,000 shares, became exercisable in four equal annual installments beginning on March 12, 2013, which was the first anniversary of the date on which the option was granted.

F6: On March 12, 2012, the reporting person was granted 100,000 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date.