GAP INC — Director's Dealing 2016

May 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2016-05-17

Reporting Person: WARRIOR PADMASREE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-17	Common Stock	M	9661.0	$0.0	Acquired	9661	Direct
2016-05-17	Common Stock	M	710.0	$0.0	Acquired	10371	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-17	Dividend Equivalent Rights	$0.0	A	471.1378	Acquired		Common Stock (471.1378)	Direct
2016-05-17	Dividend Equivalent Rights	$0.0	M	711.8376	Disposed		Common Stock (711.8376)	Direct
2016-05-17	Stock Units	$0.0	M	9661.0	Disposed		Common Stock (9661)	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 September 30, 2013, June 30, 2014 and June 30, 2015 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. The reporting person's service on the Board ended on May 17, 2016.

F3: Not applicable.

F4: The correct number of derivative securities beneficially owned following the reported transaction is 711.8376.

F5: Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.