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: PECK ARTHUR L (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-16	Common Stock	F	8949.0	$29.28	Disposed	125502.1294	Direct
2016-03-16	Common Stock	M	25406.0	$0.0	Acquired	150908.1294	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-16	Performance Shares	$0.0	M	25406.0	Disposed		Common Stock (25406)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37150	Indirect

Footnotes

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

F2: On March 16, 2015 the Company's Compensation and Management Development Committee certified that the reporting person earned 53,305 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.) 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.