GAP INC — Director's Dealing 2019

May 23, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2019-05-21

Reporting Person: GOLDNER BRIAN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-21	Common Stock	M	16959	$0.0	Acquired	21959	Direct
2019-05-21	Common Stock	M	1288	$0.0	Acquired	23247	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-21	Dividend Equivalent Rights	$0.0	A	706.3436	Acquired		Common Stock (706.3436)	Direct
2019-05-21	Dividend Equivalent Rights	$0.0	M	1289.4314	Disposed		Common Stock (1289.4314)	Direct
2019-05-21	Stock Units	$0.0	M	16959	Disposed		Common Stock (16959)	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 August 12, 2016, June 30, 2017, and June 30, 2018 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 21, 2019.

F3: Not applicable.

F4: Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.

F5: These shares were issued in settlement of stock units granted on August 12, 2016, June 30, 2017, and June 30, 2018.