GAP INC — Major Shareholding Notification 2007

Aug 24, 2007

SC 13D/A 1 a07-22644_1sc13da.htm SC 13D/A

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

*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)

Jane A. Spray c/o Pisces, Inc. One Maritime Plaza, 14th Floor San Francisco, California 94111 (415) 288-0540 with copies to: Douglas D. Smith, Esq. Gibson, Dunn & Crutcher LLP One Montgomery Street, 31 st Floor San Francisco, CA 94104 (415) 393-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*August 22, 2007*

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• 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 disclosures provided in a prior cover page.

The information required on 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) Fisher Core Holdings L.P.
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 101,000,000
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 101,000,000
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 101,000,000
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 12.5%
14.	Type of Reporting Person
(See Instructions) PN

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CUSIP No. 364760-10-8 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Robert J. Fisher
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 20,984,457
	8.	Shared Voting Power 125,217,081(1)
	9.	Sole Dispositive Power 20,984,457
	10.	Shared Dispositive Power 125,217,081(1)
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 146,201,538(1)
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 18.1%
14.	Type of Reporting Person
(See Instructions) IN

3

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CUSIP No. 364760-10-8 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) William S. Fisher
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 20,351,337
	8.	Shared Voting Power 123,232,552(1)
	9.	Sole Dispositive Power 20,351,337
	10.	Shared Dispositive Power 123,232,552(1)
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 143,583,889(1)
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 17.8%
14.	Type of Reporting Person
(See Instructions) IN

4

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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)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 29,564,900
	8.	Shared Voting Power 122,593,356(1)
	9.	Sole Dispositive Power 29,564,900
	10.	Shared Dispositive Power 122,593,356(1)
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 152,158,256(1)
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 18.8%
14.	Type of Reporting Person
(See Instructions) IN

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(1) This includes 101,000,000 shares held by Fisher Core Holdings L.P. over which Robert J. Fisher, William S. Fisher and John J. Fisher, as general partners thereof, share dispositive and voting power. Robert J. Fisher, William S. Fisher and John J. Fisher each disclaim individual beneficial ownership of the shares held by Fisher Core Holdings L.P., except to the extent of each person's actual ownership interest in Fisher Core Holdings L.P. although all shares held by Fisher Core Holdings L.P. are included in the amounts specified by each Reporting Person above. The numbers and shares shown on the preceding pages and in Item 5 below also reflect multiple counting of certain shares to the extent that beneficial ownership thereof is attributable to more than one Reporting Person in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”), as further described in Item 5 below.

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Item 1.	Security and Issuer
This statement on Schedule
13D (this “Statement”) relates to Common Stock, par value $0.05 per share
(the "Common Stock"), of The Gap, Inc., a Delaware corporation (the
“Issuer”). The address of the
principal executive office of the Issuer is: Two Folsom Street, San
Francisco, CA 94105. This Statement amends and supplements the prior statement on Schedule
13D filed by Fisher Core Holdings L.P., a Delaware limited partnership,
Robert J. Fisher, William S. Fisher and John J. Fisher (each, with the trusts
for which such individual is the trustee, a "Reporting Person" and
collectively the “Reporting Persons”)
with the Securities and Exchange Commission on August 6, 2004 and
amended on March 16, 2006, and January 29, 2007 (the "Schedule
13D").
Item 2.	Identity and Background
a) This
Statement is filed on behalf of each of the Reporting Persons to disclose the
execution of agreements with the Issuer to repurchase shares of Common Stock
owned by such Reporting Person (referred to as “Purchase Agreements”) as more
fully described in Item 6 below by each of Robert J. Fisher, William S.
Fisher and John J. Fisher and update the share ownership and related
information with respect to each such Reporting Person from that reported in
the Schedule 13D. The initial Schedule
13D was filed by the Reporting Persons to report that each of the Reporting
Persons, Donald G. Fisher and Doris F. Fisher had entered into that certain
Limited Partnership Agreement (the "LP Agreement"), dated August 4,
2004 to form Fisher Core Holdings L.P.
The parties to the LP Agreement entered into such agreement for the
purpose of establishing the Reporting Persons' voting and dispositive control
over a core holding of the Common Stock of the Issuer to enable those members
of the Fisher family to have an ongoing voice in the management and direction
of the Issuer. Pursuant to the LP
Agreement, Robert J. Fisher, William S. Fisher and John J. Fisher, either
through family trusts or individually, are the general partners of Fisher
Core Holdings L.P., and Donald G. Fisher and Doris F. Fisher, through a
family trust, are the sole limited partners of Fisher Core Holdings L.P. The LP Agreement provides that any
decisions on voting and/or disposition of the shares of Common Stock of the
Issuer held by Fisher Core Holdings L.P. will require a majority vote of the
general partners. The limited partners
have no voting or dispositive control over any shares held by Fisher Core
Holdings L.P. All references to the LP
Agreement are qualified in their entirety by reference to the LP Agreement
included as Exhibit 1 to the Schedule 13D, which is incorporated by reference
herein. As general partners of Fisher Core Holdings L.P.,
Robert J. Fisher, William S. Fisher and John J. Fisher may be deemed to
beneficially own the shares of Common Stock of the Issuer beneficially owned
by Fisher Core Holdings L.P.
Accordingly, through the execution of the LP Agreement, the Reporting
Persons may be deemed to constitute a "group" under Section 13(d)
of the Act, with respect to their beneficial ownership of the shares of
Common Stock of the Issuer. However,
the Reporting Persons expressly declare that the filing of this Statement is
not intended as, and should not be deemed to be, an admission that any
Reporting Person, for purposes of Section 13(d) of the Act or otherwise, is
the individual beneficial owner of the shares of Common Stock of the Issuer
held by other members of the group, except to the extent of each general
partner's ownership interest in Fisher Core Holdings L.P. b) The
address of the principal business and principal office for the Reporting
Persons is c/o Pisces, Inc., One Maritime Plaza, Suite 1400, San Francisco,
CA 94111. c) (1) Robert J. Fisher is a member of the Board of
Directors of the Issuer, which is an international specialty retailer that
sells casual apparel and accessories.
Robert J. Fisher previously served as Chairman of the Board of
Directors and Interim President and Chief Executive Officer of the Issuer, which
service ended on August 3, 2007. The
business address of the Issuer is Two Folsom Street, San Francisco, CA 94105. (2) John J. Fisher is principally employed as
President of Pisces, Inc., which is a family management company. The business address of Pisces, Inc. is One
Maritime Plaza, Suite 1400, San Francisco, CA 94111. (3) William S. Fisher is a managing director of
Manzanita Capital Ltd., a private equity investment firm. (4) Fisher Core Holdings L.P. is a limited
partnership formed for the purpose of holding, managing and voting the shares
of Common Stock of the Issuer as directed by its general partners. d) & e)
During the last five years, the Reporting Persons (i) have not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) have not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.

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| f) The following Reporting Persons are
citizens of the United States: Robert
J. Fisher, William S. Fisher and John J. Fisher. Fisher Core Holdings L.P. is a Delaware
limited partnership. | |
| --- | --- |
| Item 3. | Source and Amount of Funds or Other Consideration |
| The Reporting Persons are
deemed to beneficially own certain shares of Common Stock of the Issuer as
reflected in this Statement, including shares beneficially owned by the other
Reporting Persons, as a result of their entry into the LP Agreement as more
specifically described in Item 2a) above.
No consideration was used to acquire beneficial ownership of the shares
of Common Stock of the Issuer which the Reporting Persons are deemed to have
acquired beneficial ownership of as a result of having entered into the LP
Agreement or otherwise since the filing of the Schedule 13D. In addition to the shares
that the Reporting Persons are deemed to have acquired beneficial ownership
of as a result of the LP Agreement, Robert J. Fisher, William S. Fisher and
John J. Fisher also previously acquired shares of Common Stock of the Issuer
prior to the registration of such shares under the Act or by gift. Robert J. Fisher and William S. Fisher have
also previously acquired shares of Common Stock of the Issuer upon the
exercise of options. All such shares
were acquired with personal funds. From time to time, the Reporting Persons have transferred a portion of
their shares to various entities controlled by them or disposed of certain
shares to third parties by gift.
Additionally, as reported in Form 4 filings made with the SEC pursuant
to Section 16 of the Act, the Reporting Persons have sold shares of Issuer
Common Stock in the open market from time to time. | |
| Item 4. | Purpose of Transaction |
| This Statement is being filed to update and
supplement the Issuer Common Stock ownership information included in the
Schedule 13D and to disclose the execution of the Purchase Agreements as more
fully described in Item 6 below. The Reporting Persons intend to review their
respective investments in the Issuer on a continuing basis and may, at any
time, consistent with the obligations of the Reporting Persons under the
federal securities laws, determine to increase or decrease their respective
ownership of shares of the Issuer’s Common Stock through purchases or sales
of such Common Stock of the Issuer in the open market, in privately negotiated
transactions or by gift. The review of
their respective investments in the Issuer by the Reporting Persons will
depend on various factors, including the Issuer's business prospects, other
developments concerning the Issuer, general economic conditions, money and
stock market conditions, and any other facts and circumstances which may
become known to the Reporting Persons regarding their respective investments
in the Issuer. At the time of filing
this Statement, the Reporting Persons have no plans to purchase additional
shares of Common Stock of the Issuer in the open market or in privately
negotiated transactions but may engage in such transactions in the future. The Reporting Persons have no present plans or
proposals which relate to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries, (ii) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries, (iii) any change in
the board of directors or management of the Issuer or any of its
subsidiaries, (iv) any material change in the present capitalization or
dividend policy of the Issuer, (v) any other material change in the Issuer's
business or corporate structure; (vi) changes in the Issuer's charter or
bylaws or other actions which may impede the acquisition of control of the
Issuer by any person, (vii) causing a series of securities of the Issuer to
be delisted from a national securities exchange or cease to be quoted in an
inter-dealer quotation system of a registered national securities
association, (viii) a series of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act or (ix) any action similar to any of those described above. However, Robert J. Fisher, as a member of
the Board of Directors of the Issuer, may, in such capacity, from time to
time, be involved in discussions which relate to the transactions described
in this Item 4 and thus retains his right to modify his plans with respect to
the transactions described in this Item 4, to acquire or dispose of
securities of the Issuer and to formulate plans and proposals which could
result in the occurrence of any such events, subject to applicable laws and
regulations. The Reporting Persons
disclaim any obligation to report on any plans with respect to the
transactions described in this Item 4 that develop as a result of the Fisher
family members' involvement in the ongoing management as an officer or
director of the Issuer and participation in decisions regarding the Issuer's
transactions. Each of these Reporting
Persons may sell or otherwise dispose of shares of the Issuer's Common Stock
from time to time as circumstances dictate. | |

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| Item 5. |
| --- |
| a) The Reporting Persons beneficially own the
number of shares of Common Stock of the Issuer listed below, representing
approximately the percentage of shares of Common Stock of the Issuer
outstanding as of August 4, 2007 as listed below. There were approximately 807,269,688 shares
of Common Stock of the Issuer outstanding as of August 4, 2007 as set forth
in the Issuer's Current Report Form 8-K filed by the Issuer with the SEC on
August 23, 2007. |

| Fisher Core
Holdings L.P. | Shares* — 101,000,000 | (1) | Percentage of Total Outstanding — 12.5 % |
| --- | --- | --- | --- |
| Robert J. Fisher | 146,201,538 | (2) | 18.1 % |
| William S.
Fisher | 143,583,889 | (3) | 17.8 % |
| John J. Fisher | 152,158,256 | (4) | 18.8 % |

(1) Fisher Core Holdings L.P. holds 101,000,000 shares of the Issuer's Common Stock over which Robert J. Fisher, William S. Fisher and John J. Fisher, as general partners, share dispositive and voting power. Robert J. Fisher, William S. Fisher and John J. Fisher each disclaims individual beneficial ownership of the shares held by Fisher Core Holdings L.P., except to the extent of each person's actual ownership interest in Fisher Core Holdings L.P. (2) Robert J. Fisher's beneficial ownership includes (a) 44,257 shares which may be acquired upon exercise of options within the next 60 days, (b) 11,036 shares subject to earned but unpaid awards of stock units which are subject to a three-year deferral period but would be issued immediately upon the resignation or retirement of the Reporting Person (c) 21,593,356 shares beneficially owned through other trusts, (d) 2,623,725 shares owned as community property and (e) 101,000,000 shares indirectly beneficially owned as a general partner of Fisher Core Holdings L.P., as discussed in (1) above. In addition to the shares identified in the Table above, Robert J. Fisher's spouse separately owns 116,535 shares over which Mr. Fisher has no voting or dispositive control. (3) William S. Fisher's beneficial ownership includes (a) 734,027 shares beneficially owned through a trust for his benefit, (b) 21,593,356 shares beneficially owned through other trusts, (d) 639,196 shares owned as community property, (d) 8,513 shares beneficially owned and held in a 401(k) account and (e) 101,000,000 shares owned by Fisher Core Holdings L.P. as discussed in (1) above. In addition to the shares identified in the Table above, William S. Fisher's spouse separately owns 299,794 shares over which Mr. Fisher has no voting or dispositive control. (4) John J. Fisher's beneficial ownership includes (a) 884,027 shares beneficially owned through a trust for his benefit, (b) 21,593,356 shares beneficially owned through other trusts*, and (c) 101,000,000 shares indirectly beneficially owned by John J. Fisher as a general partner of Fisher Core Holdings L.P., as discussed in (1) above. In addition to the shares identified in the Table above, John J. Fisher's spouse separately owns 35,130 shares over which Mr. Fisher has no voting or dispositive control. * The 21,593,356 shares held by Robert J. Fisher as trustee of trusts for other beneficiaries, the 21,593,356 shares held by John J. Fisher as trustee of trusts for other beneficiaries, and the 21,593,356 shares by William S. Fisher as trustee of trusts for other beneficiaries actually represent an aggregate 32,390,034 shares of the Issuer's outstanding Common Stock as a result of shared voting and dispositive power. The Reporting Persons expressly disclaim that they have agreed to act together and do not have voting or dispositive power over shares of the Issuer other than as described in this Statement. The filing of this Statement by the Reporting Persons should not be considered an admission that such Reporting Persons, for purposes of Section 13(d) of the Act, are the individual beneficial owners of any shares of Common Stock of the Issuer in which such Reporting Persons do not have any ownership and economic interest. b) As of the date of this Statement, the Reporting Persons have the sole power to vote and sole dispositive power over the number of shares of the Common Stock of the Issuer listed below, which represents approximately the listed percentage of the total outstanding shares of Common Stock of the Issuer based upon the number of shares outstanding as of August 4, 2007. As of the date

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of this Statement, pursuant to the LP Agreement, the Reporting Persons have shared power to vote and shared dispositive power over the number of shares of the Issuer's Common Stock listed below, which represents approximately the listed percentage of the outstanding shares of Common Stock of the Issuer based upon the number of shares outstanding as of August 4, 2007.

| Fisher Core
Holdings L.P. | Sole Power Shares — 0 | (1) | Percentage of Total Outstanding — 0.0 % |
| --- | --- | --- | --- |
| Robert J. Fisher | 20,984,457 | (2) | 2.6 % |
| William S.
Fisher | 20,351,337 | (3) | 2.5 % |
| John J. Fisher | 29,564,900 | (4) | 3.7 % |

| Fisher Core
Holdings L.P. | Shared Power Shares* — 101,000,000 | (1) | Percentage of Total Outstanding — 12.5 % |
| --- | --- | --- | --- |
| Robert J. Fisher | 125,217,081 | (2) | 15.5 % |
| William S.
Fisher | 123,232,552 | (3) | 15.3 % |
| John J. Fisher | 122,593,356 | (4) | 15.2 % |

• The 21,593,356 shares held by Robert J. Fisher as trustee of trusts for other beneficiaries, the 21,593,356 shares held by John J. Fisher as trustee of trusts for other beneficiaries, and the 21,593,356 shares by William S. Fisher as trustee of trusts for other beneficiaries actually represent an aggregate of 32,390,034 shares of the Issuer's outstanding Common Stock as a result of shared voting and dispositive power. c) Other than the transactions reported immediately below and the execution of the Purchase Agreements, the Reporting Persons have not effected any transactions involving shares of Common Stock of the Issuer during the past 60 days. On July 3, 2007, Robert J. Fisher transferred 26,100 shares of Common Stock to third parties by gift. On July 5, 2007, John J. Fisher sold 750,000 shares of Common Stock in ordinary brokerage transactions on the New York Stock Exchange at an average sales price of $19.22 per share. d) Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain of the shares of the Issuer's Common Stock of the Issuer that are beneficially owned by the Reporting Persons. Donald G. Fisher and Doris F. Fisher, through a family trust, contributed 86,000,000 shares of Common Stock of the Issuer to Fisher Core Holdings L.P. in exchange for their limited partnership interest in Fisher Core Holdings L.P. As limited partners, Donald G. Fisher and Doris F. Fisher do not have voting or dispositive power over the shares of Common Stock of the Issuer held by Fisher Core Holdings L.P. but have the right to receive distributions relating to their limited partnership interests in Fisher Core Holdings L.P. e) Not Applicable

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| Item 6. | Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer |
| --- | --- |
| Robert J. Fisher owns
options to purchase 44,257 shares of Common Stock awarded to him as a
director and former employee of the Issuer, subject to option agreements, the
form of which have been filed with the SEC by the Issuer. In addition, Mr. Fisher owns earned but unpaid
stock units with respect to 11,036 shares of Common Stock awarded to him as a
director of the Issuer, subject to stock unit agreements, the forms of which
have been filed with the SEC by the Issuer.
As a non-employee director of the Issuer, Mr. Fisher is entitled to
certain equity compensation arrangements generally applicable to the Issuer's
non-employee directors as disclosed in the Issuer's Proxy Statement on
Schedule 14A and Annual Report on Form 10-K filed with the SEC. As more fully described in
Item 2a) of this Statement, pursuant to the LP Agreement, any decisions on
voting and/or disposition of the shares of Issuer's Common Stock held by
Fisher Core Holdings L.P. will require a majority vote of the general
partners, Robert J. Fisher, William S. Fisher and John J. Fisher. On August 22, 2007, each
of Robert J. Fisher, William S. Fisher and John J. Fisher separately entered
into Purchase Agreements with the Issuer (which Purchase Agreements have been
filed with the SEC by the Issuer) in connection with the share repurchase
program authorized by a committee of the Board of Directors of the Issuer on
August 21, 2007. Pursuant to the
Purchase Agreements, the applicable Reporting Person has agreed to sell to
the Issuer a number of shares of Common Stock each month equal to a specified
percentage set forth in the Purchase Agreement (2.92% for Robert J. Fisher,
2.51% for William S. Fisher and 3.55% John J. Fisher) of the number of shares
of Common Stock purchased by the Issuer under the share repurchase program
for that month (other than shares purchased from the applicable Reporting
Person). Each of the Purchase
Agreements may be cancelled by the applicable Reporting Person that is a
party thereto on 15 business days prior notice. There have been no sales pursuant to the
Purchase Agreements in the last 60 days. Other than as described above, the LP Agreement and the Joint Filing
Agreement, there are as of the date of this Statement, no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons and between the Reporting Persons and any person, to which
a Reporting Person is a party, with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any of the securities of
the Issuer, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which
would give another person voting power or investment power over the Common
Stock of the Issuer to the best knowledge of the Reporting Persons. | |
| Item 7. | Material to Be Filed as Exhibits |
| | Exhibit 1 – Fisher Core
Holdings L.P. Limited Partnership Agreement, dated August 4, 2004.
(incorporated by reference to Exhibit 1 to the Reporting Persons' Schedule
13D filed on August 6, 2004) Exhibit 2 – Joint Filing
Agreement by and among Robert J. Fisher, William S. Fisher, John J. Fisher
and Fisher Core Holdings L.P., dated August 5, 2004. (incorporated by
reference to Exhibit 2 to the Reporting Persons' Schedule 13D filed on August
6, 2004) Exhibit 3 – Power of
Attorney, dated August 5, 2004. (incorporated by reference to Exhibit 3 to
the Reporting Persons' Schedule 13D filed on August 6, 2004) Power of
Attorney, dated December 15, 1998. (incorporated by reference to Exhibit 3 to
the Reporting Persons' Schedule 13D filed on August 6, 2004) Exhibit 4 – Form of Stock
Trading Plan, dated May 13, 2005.
(incorporated by reference to Exhibit 4 to the Reporting Persons'
Schedule 13D (Amendment No. 1) filed on March 16, 2006) Exhibit 5 – Purchase
Agreement with John J. Fisher dated August 22, 2007. (incorporated by
reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the
Issuer with the SEC on August 23, 2007) Exhibit 6 – Purchase
Agreement with Robert J. Fisher dated August 22, 2007. (incorporated by
reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the
Issuer with the SEC on August 23, 2007) Exhibit 7 – Purchase
Agreement with William S. Fisher dated August 22, 2007. (incorporated by
reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the
Issuer with the SEC on August 23, 2007) |

11

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*SIGNATURE*

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:	Fisher Core Holdings L.P.
By:	*
	For: Fisher Core Holdings L.P.

Dated:
Robert J. Fisher

Dated:
William S. Fisher

Dated:
John J. Fisher

• This Schedule 13D/A was executed by Jane Spray as Attorney-in-Fact for Fisher Core Holdings L.P., Robert J. Fisher, William S. Fisher and John J. Fisher pursuant to the Powers of Attorney granted thereby as previously filed with the Reporting Persons' Schedule 13D filed with the SEC on August 6, 2004.

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