GAP INC — Major Shareholding Notification 2003

Feb 13, 2003

SC 13G/A 1 j7455_sc13ga.htm SC 13G/A

SEC 1745 (02-02) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington, D.C. 20549	Expires: December 31, 2005
SCHEDULE 13G	Estimated average burden

hours per response. . 11 |

*Under the Securities Exchange Act of 1934 (Amendment No. 3)**

*THE GAP, INC.*

(Name of Issuer)

*COMMON STOCK*

(Title of Class of Securities)

*364760-10-8*

(CUSIP Number)

*December 31, 2002*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| [ ] | Rule

13d-1(b) |
| --- | --- |
| [ ] | Rule

13d-1(c) |
| [ X ] | Rule

13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP No. 375175106 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above

persons (entities only) John J. Fisher | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) Not Applicable | |
| | (a) | [ ] |
| | (b) | [ ] |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 44,443,719 |
| | 6. | Shared Voting Power 12,790,726 |
| | 7. | Sole Dispositive Power 44,443,719 |
| | 8. | Shared Dispositive

Power 12,790,726 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 57,234,445 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See

Instructions) [ ] | |
| 11. | Percent of Class Represented by Amount in Row (9) 6.5% + | |
| 12. | Type of Reporting Person (See Instructions) IN | |

• Based on 887,118,700 shares of Issuer’s common stock outstanding as of December 31, 2002, which information was provided by the Issuer to the Reporting Person.

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Item 1.	(a)	Name of Issuer The Gap, Inc. (the “Issuer”)
	(b)	Address of Issuer's Principal Executive Offices Two Folsom Street San Francisco, CA 94105
Item 2.
	(a)	Name of Person Filing John J. Fisher (the “Reporting Person”)
	(b)	Address of Principal Business Office or, if none, Residence One Maritime Plaza, Suite 1400 San Francisco, CA 94111
	(c)	Citizenship The Reporting Person is a citizen of the United

States. | |
| | (d) | Title of Class of Securities Common Stock | |
| | (e) | CUSIP Number 364760-10-8 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b)

or (c), check whether the person filing is a: | | |
| Not

Applicable. | | | |
| Item 4. | Ownership | | |
| Provide the following information regarding the aggregate number and

percentage of the class of securities of the issuer identified in Item 1. | | | |
| | (a) | Amount beneficially owned: 57,234,445 | |
| | (b) | Percent of class: 6.5% | |
| | (c) | Number of shares as to which the person has voting and dispositive

power: | |
| | | (i) | Sole power to vote or to direct the vote 44,443,719 |
| | | (ii) | Shared power to vote or to direct the vote 12,790,726 |
| | | (iii) | Sole power to dispose or to direct the disposition of 44,443,719 |

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Item 5.	Ownership of Five Percent or Less of a Class
Not

Applicable. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not

Applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired

the Security Being Reported on By the Parent Holding Company or Control

Person |
| Not

Applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not

Applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not

Applicable. | |
| Item 10. | Certification |
| Not Applicable. | |

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Signature

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Executed this 12th day of February, 2003.

By:
John J. Fisher
*By:	s/ Jane Spray
	Jane Spray, Attorney-in-Fact

• This Schedule 13G was executed by Jane Spray as Attorney-in-Fact for John J. Fisher pursuant to the Power of Attorney attached as Exhibit A to John J. Fisher’s Schedule 13G filed on February 12, 2002, which is incorporated herein by reference.

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