GAP INC — Director's Dealing 2016

Mar 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2016-03-12

Reporting Person: Gruber Julie (EVP, Global General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-12	Common Stock	M	1250.0	$0.0	Acquired	15123.9583	Direct
2016-03-12	Common Stock	F	547.0	$30.17	Disposed	14576.9583	Direct
2016-03-17	Common Stock	M	775.0	$0.0	Acquired	15351.9583	Direct
2016-03-17	Common Stock	F	339.0	$29.9	Disposed	15012.9583	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-12	Restricted Stock Unit	$0.0	M	1250.0	Disposed		Common Stock (1250)	Direct
2016-03-17	Restricted Stock Unit	$0.0	M	775.0	Disposed		Common Stock (775)	Direct

Footnotes

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

F2: The balance of restricted stock units reported under the number of derivative securities beneficially owned does not include 20,000 restricted stock units granted to the reporting person on March 14, 2016.

F3: On March 12, 2012 the reporting person was granted 5,000 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.

F4: On March 17, 2014 the reporting person was granted 3,100 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.