GAP INC — Director's Dealing 2017

Dec 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2017-11-29

Reporting Person: Kirwan Jeff (President & CEO, GAP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-29	Common Stock	M	6430	$25.09	Acquired	30698.3769	Direct
2017-11-29	Common Stock	S	6430	$32.018	Disposed	24268.3769	Direct
2017-12-01	Common Stock	S	1000	$32.01	Disposed	23296.0794	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-29	Non-Qualified Stock Option (right to buy)	$25.09	M	6430	Disposed	2022-03-12	Common Stock (6430)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	675.2267	Indirect

Footnotes

F1: The sales reported in this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 16, 2017.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.00 to $32.03, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: Balance adjusted to reflect shares acquired under the Gap Inc. Employee Stock Purchase Plan.

F4: Number of shares represented by units held in the GapShare 401(k) Plan based on a plan statement dated as of September 30, 2017.

F5: On March 12, 2012, the reporting person was granted an option to purchase a total of 15,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.