GAP INC — Major Shareholding Notification 2007

Feb 9, 2007

SC 13G/A 1 a07-3587_1sc13ga.htm SC 13G/A

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

*Under the Securities Exchange Act of 1934 (Amendment No. 31)**

*THE GAP, INC.*

(Name of Issuer)

*COMMON STOCK*

(Title of Class of Securities)

*364760-10-8*

(CUSIP Number)

*December 31, 2006*

(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)
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. 364760108 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Donald G. Fisher | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | Not Applicable | |
| | (a) | o |
| | (b) | o |
| 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 0 |
| | 6. | Shared Voting Power 65,765,078 |
| | 7. | Sole Dispositive Power 0 |
| | 8. | Shared Dispositive Power 65,765,078 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 65,765,078* | |
| 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) 8.1% + | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

• As of February 9, 2007.

• Based on 810,622,757 shares of Issuer's common stock outstanding as of November 29, 2006.

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Item 1. Issuer.	(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. Security and
Background.
	(a)	Name of Person Filing Donald G. Fisher (the "Reporting Person")
	(b)	Address of Principal
Business Office or, if none, Residence Two Folsom Street San Francisco, CA 94105
	(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.	Filings under Rules
13d-1(b), or 13d-2(b) or (c).
		Not Applicable.

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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: 65,765,078 (as of February 9, 2007)
	(b)	Percent of class: 8.1%
	(c)	Number of Shares as to
which the person has voting and dispositive power:
		(i)	Sole power to vote or
direct the vote: 0
		(ii)	Shared power to vote or to
direct the vote: 65,765,078 (as of
February 9, 2007)
		(iii)	Sole power to dispose of
or to direct the disposition: 0
		(iv)	Shared power to dispose or
to direct the disposition: 65,765,078
(as of February 9, 2007)
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 9th day of February 2007.

By:
Donald G. Fisher
*By:	/s/ Jane Spray
	Jane Spray,
Attorney-in-Fact

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

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