GAP INC — Director's Dealing 2019

Mar 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAP INC (GPS)
CIK: 0000039911
Period of Report: 2019-03-18

Reporting Person: Gruber Julie (EVP & Global General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-18	Common Stock	M	8043	$0.0	Acquired	35165.3082	Direct
2019-03-18	Common Stock	F	2780	$25.56	Disposed	32385.3082	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-18	Non-Qualified Stock Option (right to buy)	$25.56	A	55000	Acquired	2029-03-18	Common Stock (55000)	Direct
2019-03-18	Performance Shares	$0.0	A	8044	Acquired		Common Stock (8044)	Direct
2019-03-18	Restricted Stock Unit	$0.0	A	30000	Acquired		Common Stock (30000)	Direct

Footnotes

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

F2: On March 18, 2019, the reporting person was granted an option to purchase a total of 55,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.

F3: On March 18, 2019 the Company's Compensation and Management Development Committee certified that the reporting person earned 16,087 Performance Shares following completion of a three-year (2016-2018) 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.

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

F5: On March 18, 2019, the reporting person was granted 30,000 restricted stock units, vesting in two equal annual installments beginning on the first anniversary of the grant date.