GAP INC — Director's Dealing 2016

Nov 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Gardner Tracy (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-11	Dividend Equivalent Rights	$0.0	A	166.3722	Acquired		Common Stock (166.3722)	Direct

Footnotes

F1: Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.

F2: The dividend equivalent rights accrued on stock units originally granted on November 11, 2015 and are immediately vested. Vested shares are delivered to the reporting person no sooner than 3 years from the date of grant, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.

F3: Not applicable.