GAP INC — Director's Dealing 2017

Jul 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2017-06-30

Reporting Person: FISHER WILLIAM SYDNEY (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-30	Common Stock	M	3368	—	Acquired	12537497	Direct
2017-06-30	Common Stock	M	376	—	Acquired	12537873	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-30	Stock Units	$0	M	3368	Disposed		Common Stock (3368)	Direct
2017-06-30	Dividend Equivalent Rights	$0	M	376.7768	Disposed		Common Stock (376.7768)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	163581	Indirect
Common Stock	27000000	Indirect
Common Stock	616487	Indirect
Common Stock	367014	Indirect
Common Stock	15000	Indirect

Footnotes

F1: 3,368 shares were issued in settlement of the stock units originally granted to the reporting person on June 30, 2014. Each stock unit represented the right to receive one share of The Gap, Inc. common stock ("GAP Common Stock").

F2: 376 shares were issued in settlement of dividend equivalent rights on the above-referenced stock units originally granted to the reporting person on June 30, 2014. Each equivalent right was the economic equivalent of one share of Gap Common Stock.

F3: The reporting person is the sole manager and a member of FCH TBMS LLC, a Delaware limited liability company that owns the reported securities. As manager of FCH TBMS LLC, the reporting person may be deemed to have indirect beneficial ownership of the 27,000,000 shares of Gap Common Stock of which FCH TBMS LLC has beneficial ownership. The reporting person disclaims beneficial ownership of all shares of Gap Common Stock held by FCH TBMS LLC except to the extent of his pecuniary interest therein.