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: Kirwan Jeff (Global President, Gap)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-18	Common Stock	M	5000.0	$0.0	Acquired	14388.8889	Direct
2016-03-18	Common Stock	M	3885.0	$0.0	Acquired	18273.8889	Direct
2016-03-18	Common Stock	F	2061.0	$30.39	Disposed	16212.8889	Direct
2016-03-18	Common Stock	F	1601.0	$30.39	Disposed	14611.8889	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-18	Restricted Stock Unit	$0.0	M	8885.0	Disposed		Common Stock (8885)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1073.4636	Indirect

Footnotes

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

F2: Number of shares represented by units held in the GapShare 401(k) Plan based on a plan statement dated as of December 31, 2015.

F3: On March 18, 2013 the reporting person was granted 10,000 restricted stock units and 7,770 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date.