GAP INC — Director's Dealing 2016

Nov 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2016-11-21

Reporting Person: Kirwan Jeff (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-21	Common Stock	M	3750	$21.79	Acquired	19094.4711	Direct
2016-11-21	Common Stock	S	3750	$25.3308	Disposed	15344.4711	Direct
2016-11-21	Common Stock	S	7656.4711	$25.404	Disposed	7688	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-21	Non-Qualified Stock Option (right to buy)	$21.79	M	3750	Disposed	2021-03-14	Common Stock (3750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1075.2311	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from 25.3339 to 25.4301, 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: Number of shares represented by units held in the GapShare 401(k) Plan based on a plan statement dated as of September 30, 2016.

F3: On March 14, 2011, 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.