GAP INC — Major Shareholding Notification 2004

Feb 10, 2004

SC 13G/A 1 a04-1877_4sc13ga.htm SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G

*INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)*

*Under the Securities Exchange Act of 1934 (Amendment No. 4)(1)*

*THE GAP, INC.*

(Name of Issuer)

*COMMON STOCK*

(Title of Class of Securities)

*364760-10-8*

(CUSIP Number)

*December 31, 2003*

(Date of Event Which Requires Filing of this Statement)

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

| o | Rule
13d-1(b) |
| --- | --- |
| o | Rule
13d-1(c) |
| ý | Rule
13d-1(d) |

(1) 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. 364760-10-8 — 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) | |
| | (a) | o |
| | (b) | o |
| | Not
Applicable | |
| 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 46,442,276 |
| | 6. | Shared Voting Power 9,790,726 |
| | 7. | Sole Dispositive Power 46,442,276 |
| | 8. | Shared
Dispositive Power 9,790,726 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 56,233,002 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row (9) 6.3% + | |
| 12. | Type of Reporting Person (See Instructions) IN | |

• Based on 895,834,143 shares of Issuer's common stock outstanding as of December 2, 2003.

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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. | | |
| | (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8). |
| | (e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| | (g) | o | A
parent holding company or control person in accordance with
§ 240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| | (i) | o | A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| | (j) | o | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
| 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: 56,233,002 | |
| | (b) | Percent
of class: 6.3% | |
| | (c) | Number
of shares as to which the person has: | |
| | | (i) | Sole
power to vote or to direct the vote 46,442,276 |
| | | (ii) | Shared
power to vote or to direct the vote 9,790,726 |
| | | (iii) | Sole
power to dispose or to direct the disposition of 46,442,276 |

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| Item 5. | Ownership
of Five Percent or Less of a Class |
| --- | --- |
| If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of
securities, check the following o . | |
| | 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Executed this 10th day of February, 2004.

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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