GAP INC — Director's Dealing 2018

Mar 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2018-03-14

Reporting Person: Chapman Paul Joseph (EVP & CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-14	Common Stock	M	9275	$0.0	Acquired	11148	Direct
2018-03-14	Common Stock	F	2991	$32.42	Disposed	8157	Direct
2018-03-16	Common Stock	M	2091	$0.0	Acquired	10248	Direct
2018-03-16	Common Stock	F	673	$31.74	Disposed	9575	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-14	Restricted Stock Unit	$0.0	M	9275	Disposed		Common Stock (9275)	Direct
2018-03-16	Restricted Stock Unit	$0.0	M	2091	Disposed		Common Stock (2091)	Direct

Footnotes

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

F2: On March 14, 2016 the reporting person was granted 20,000 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date. Certain shares were withheld for payment of employment tax liability arising as a result of the reporting person reaching retirement eligibility. For details on the tax withholding, please see the Form 4 filed with the Commission on behalf of the reporting person on November 17, 2017.

F3: On March 16, 2015 the reporting person was granted 4,338 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date. Certain shares were withheld for payment of employment tax liability arising as a result of the reporting person reaching retirement eligibility. For details on the tax withholding, please see the Form 4 filed with the Commission on behalf of the reporting person on November 17, 2017.