GAP INC — Director's Dealing 2016

Mar 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2016-03-18

Reporting Person: PECK ARTHUR L (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-18	Common Stock	M	23830.0	$0.0	Acquired	174738.1294	Direct
2016-03-18	Common Stock	F	11670.0	$30.39	Disposed	163068.1294	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-18	Restricted Stock Unit	$0.0	M	23830.0	Disposed		Common Stock (23830)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37150	Indirect

Footnotes

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

F2: On March 18, 2013 the reporting person was granted 50,000 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date. Certain shares were withheld for payment of employment tax liability arising as a result of the reporting person reaching retirement eligibility. For details on the tax withholding, please see the Form 4 filed on behalf of the reporting person on November 17, 2015.