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GAP INC Director's Dealing 2016

May 24, 2016

30743_dirs_2016-05-23_a0a7f61c-6587-4df7-b6e0-95c541a9e604.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2016-05-23

Reporting Person: DiGrande Sebastian (EVP Strategy & CCO)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-05-23 Non-Qualified Stock Option (right to buy) $18.41 A 325000.0 Acquired 2026-05-23 Common Stock (325000) Direct
2016-05-23 Restricted Stock Unit $0.0 A 100000.0 Acquired Common Stock (100000) Direct

Footnotes

F1: On May 23, 2016, the reporting person was granted an option to purchase a total of 325,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.

F2: Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

F3: Represents one grant of Restricted Stock Units (RSUs). The RSU grant vests as follows: 25,000 shares vest on May 23, 2017; 25,000 shares vest on May 23, 2018; 25,000 shares vest on May 23, 2019; and 25,000 shares vest on May 23, 2020.

F4: Not applicable.