GAP INC — Director's Dealing 2017

May 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2017-05-17

Reporting Person: DE SOLE DOMENICO (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-17	Common Stock	M	13632	$0.0	Acquired	34844	Direct
2017-05-17	Common Stock	M	779	$0.0	Acquired	35623	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-17	Dividend Equivalent Rights	$0.0	A	393.3742	Acquired		Common Stock (393.3742)	Direct
2017-05-17	Dividend Equivalent Rights	$0.0	M	780.3145	Disposed		Common Stock (780.3145)	Direct
2017-05-17	Stock Units	$0.0	M	13632	Disposed		Common Stock (13632)	Direct

Footnotes

F1: Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.

F2: The dividend equivalent rights accrued on stock units originally granted on June 30, 2014, June 30, 2015 and June 30, 2016 and are immediately vested. Vested shares are delivered to the reporting person no sooner than 3 years from the date of grant, unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier. The reporting person's service on the Board ended May 17, 2017.

F3: Not applicable.

F4: These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on June 30, 2014, June 30, 2015 and June 30, 2016.

F5: Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.

F6: These shares were issued in settlement of stock units granted on June 30, 2014, June 30, 2015 and June 30, 2016.