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: 2016-03-16

Reporting Person: SIMMONS SABRINA (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-16	Common Stock	M	29498.0	$0.0	Acquired	35936	Direct
2016-03-16	Common Stock	F	11953.0	$29.28	Disposed	23983	Direct
2016-03-17	Common Stock	M	12500.0	$0.0	Acquired	36483	Direct
2016-03-17	Common Stock	S	17545.0	$29.5209	Disposed	18938	Direct
2016-03-17	Common Stock	F	6522.0	$29.9	Disposed	12416	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-16	Performance Shares	$0.0	M	29498.0	Disposed		Common Stock (29498)	Direct
2016-03-17	Restricted Stock Unit	$0.0	M	12500.0	Disposed		Common Stock (12500)	Direct

Footnotes

F1: Each Performance Share represents a contingent right to receive one share of Gap Inc. Common Stock.

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

F3: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 23, 2015.

F4: On March 16, 2015 the Company's Compensation and Management Development Committee certified that the reporting person earned 58,996 Performance Shares following completion of a three-year (2012-2014) performance cycle under the Company's Long-Term Growth program, with half of the award vesting on the certification date and the remainder vesting on the anniversary of such date (subject to the reporting person's continued service with the Company.)

F5: On March 17, 2014 the reporting person was granted 25,000 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date.