GAP INC — Director's Dealing 2018

Mar 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2018-03-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-05	Common Stock	M	56250	$30.18	Acquired	101820.0929	Direct
2018-03-05	Common Stock	S	56250	$33.7202	Disposed	45570.0929	Direct
2018-03-05	Common Stock	S	45570.0929	$33.7325	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-05	Non-Qualified Stock Option (right to buy)	$30.18	M	56250	Disposed	2026-03-14	Common Stock (56250)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	675.1372	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.46 to $34.20, 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.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.46 to $34.29, 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: Number of shares represented by units held in the GapShare 401(k) Plan based on a plan statement dated as of December 31, 2017.

F4: On March 14, 2016, the reporting person was granted an option to purchase 125,000 shares and an option to purchase 100,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.