GAP INC — Director's Dealing 2016

Mar 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2016-03-14

Reporting Person: PECK ARTHUR L (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-14	Common Stock	M	7079.0	$0.0	Acquired	137276.1294	Direct
2016-03-14	Common Stock	F	2825.0	$30.18	Disposed	134451.1294	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-14	Non-Qualified Stock Option (right to buy)	$30.18	A	500000.0	Acquired	2026-03-14	Common Stock (500000)	Direct
2016-03-14	Performance Shares	$0.0	A	7080.0	Acquired		Common Stock (7080)	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 14, 2016, the reporting person was granted an option to purchase a total of 500,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.

F3: On March 14, 2016 the Company's Compensation and Management Development Committee certified that the reporting person earned 14,159 Performance Shares following completion of a three-year (2013-2015) 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).