GAP INC — Director's Dealing 2018

Mar 22, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2018-03-19

Reporting Person: PECK ARTHUR L (Director, President & CEO, Gap, Inc.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-19	Common Stock	M	49873	$0.0	Acquired	227107.8719	Direct
2018-03-19	Common Stock	F	22209	$32.23	Disposed	204898.8719	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-19	Non-Qualified Stock Option (right to buy)	$32.23	A	500000	Acquired	2028-03-19	Common Stock (500000)	Direct
2018-03-19	Performance Shares	$0.0	A	49874	Acquired		Common Stock (49874)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37150	Indirect

Footnotes

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

F2: On March 19, 2018, 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 19, 2018 the Company's Compensation and Management Development Committee certified that the reporting person earned 99,747 Performance Shares following completion of a three-year (2015-2017) 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.