GAP INC — Major Shareholding Notification 2008

Feb 12, 2008

SC 13G/A 1 a08-5395_1sc13ga.htm SC 13G/A

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |

*SCHEDULE 13G*

*(Rule 13d-102)*

*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. 32)(1)*

*THE GAP, INC.*

(Name of Issuer)

*COMMON STOCK*

(Title of Class of Securities)

*364760-10-8*

(CUSIP Number)

*December 31, 2007*

(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)

(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. 364760108 — 1. | Names
of Reporting Persons Donald G. 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 0 |
| | 6. | Shared
Voting Power 51,848,960 |
| | 7. | Sole
Dispositive Power 0 |
| | 8. | Shared Dispositive Power 51,848,960 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 51,848,960* | |
| 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) 7.1% + | |
| 12. | Type
of Reporting Person (See Instructions) IN | |

• As of February 11, 2008.

• Based on 733,464,398 shares of Issuer’s common stock outstanding as of February 2, 2008

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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 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. | 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: | | |
| | (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 association 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). |
| | | | 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: 51,848,960
(as of February 11, 2008)
	(b)	Percent
of class: 7.1%
	(c)	Number
of shares as to which the person has:
		(i)	Sole
power to vote or to direct the vote 0
		(ii)	Shared
power to vote or to direct the vote 51,848,960
(as of February 11, 2008)
		(iii)	Sole
power to dispose or to direct the disposition of 0
		(iv)	Shared
power to dispose or to direct the disposition of 51,848,960
(as of February 11, 2008)
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.

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Item 10.
Not Applicable.

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 11th day of February 2008.

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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