GAP INC — Major Shareholding Notification 2009

Nov 27, 2009

SC 13D/A 1 a09-34368_2sc13da.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. 7)*

*The Gap, Inc.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*364760-10-8*

(CUSIP Number)

	with copies to:
Jane A. Spray	Douglas D. Smith, Esq.
Pisces, Inc.	Gibson, Dunn & Crutcher LLP
One Maritime Plaza, 14th Floor	555 Mission Street, Suite 3000
San Francisco, California 94111	San Francisco, CA 94105
(415) 288-0540	(415) 393-8200

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

*November 17, 2009*

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

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| CUSIP No. 364760-10-8 — 1 | Name of Reporting Person I.R.S. Identification No.
of Above Person Fisher Core Holdings L.P. | |
| --- | --- | --- |
| 2 | Check the Appropriate Box
if a Member of a Group | |
| | (a) | x |
| | (b) | o |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box 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 81,000,000 |
| | 9 | Sole Dispositive Power 0 |
| | 10 | Shared Dispositive Power 81,000,000 |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 81,000,000 | |
| 12 | Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares o | |
| 13 | Percent of Class
Represented by Amount in Row (11) 11.7% | |
| 14 | Type of Reporting Person PN | |

*SEE INSTRUCTIONS BEFORE FILLING OUT!**

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| CUSIP No. 364760-10-8 — 1 | Name of Reporting Person I.R.S. Identification No.
of Above Person Robert J. Fisher | |
| --- | --- | --- |
| 2 | Check the Appropriate Box
if a Member of a Group | |
| | (a) | x |
| | (b) | o |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box 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 8,586,467 |
| | 8 | Shared Voting Power 101,290,281(1) |
| | 9 | Sole Dispositive Power 8,586,467 |
| | 10 | Shared Dispositive Power 101,290,281(1) |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 109,876,748(1) | |
| 12 | Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares o | |
| 13 | Percent of Class
Represented by Amount in Row (11) 15.8% | |
| 14 | Type of Reporting Person IN | |

*SEE INSTRUCTIONS BEFORE FILLING OUT!**

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| CUSIP No. 364760-10-8 — 1 | Name of Reporting Person I.R.S. Identification No.
of Above Person William S. Fisher | |
| --- | --- | --- |
| 2 | Check the Appropriate Box
if a Member of a Group | |
| | (a) | x |
| | (b) | o |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box 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 8,908,321 |
| | 8 | Shared Voting Power 99,308,716(1) |
| | 9 | Sole Dispositive Power 8,908,321 |
| | 10 | Shared Dispositive Power 99,308,716(1) |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 108,217,037 (1) | |
| 12 | Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares o | |
| 13 | Percent of Class
Represented by Amount in Row (11) 15.6% | |
| 14 | Type of Reporting Person IN | |

*SEE INSTRUCTIONS BEFORE FILLING OUT!**

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| CUSIP No. 364760-10-8 — 1 | Name of Reporting Person I.R.S. Identification No.
of Above Person John J. Fisher | |
| --- | --- | --- |
| 2 | Check the Appropriate Box
if a Member of a Group | |
| | (a) | x |
| | (b) | o |
| 3 | SEC Use Only | |
| 4 | Source of Funds OO | |
| 5 | Check Box 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 17,707,580 |
| | 8 | Shared Voting Power 98,662,714(1) |
| | 9 | Sole Dispositive Power 17,707,580 |
| | 10 | Shared Dispositive Power 98,662,714(1) |
| 11 | Aggregate Amount
Beneficially Owned by Each Reporting Person 116,370,294(1) | |
| 12 | Check Box if the Aggregate
Amount in Row (11) Excludes Certain Shares o | |
| 13 | Percent of Class
Represented by Amount in Row (11) 16.7% | |
| 14 | Type of Reporting Person IN | |

*SEE INSTRUCTIONS BEFORE FILLING OUT!**

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(1) This includes 81,000,000 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 since beneficial ownership of those shares is attributable to more than one Reporting Person by Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”), as further described in Item 5 below.

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
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,
January 29, 2007, August 22, 2007, March 4, 2008, October 1, 2008 and March
20, 2009 (as amended, the “Schedule 13D”).
The disclosure made pursuant to each Item included below supersedes
and replaces the prior statements on Schedule 13D for such Items.
Item 2.	Identity and Background
a) This Statement is filed on behalf of the
Reporting Persons to disclose the execution of agreements by each of Robert
J. Fisher and John J. Fisher with the Issuer to purchase shares of Common
Stock owned by those Reporting Persons (referred to as the “Purchase
Agreements”) as more fully described in Item 6, to disclose William S.
Fisher’s appointment to the Board of Directors of the Issuer, and to update
the share ownership information with respect to each 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, and Donald G. Fisher and Doris F. Fisher, through a family trust,
had entered into that certain Limited Partnership Agreement (as amended, 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 a significant
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. 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. Limited partners
have no voting or dispositive control over any shares held by Fisher Core
Holdings L.P. Trusts for which Doris
F. Fisher serves as trustee are the limited partners of Fisher Core Holdings
L.P. All references to the LP
Agreement are qualified in their entirety by reference to the LP Agreement
and amendment included as Exhibits 1 and 12 to this Statement, each of which
is incorporated by reference herein. As general partners of
Fisher Core Holdings L.P., the Reporting Persons 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 a leading global specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies. The business address of the Issuer is Two
Folsom Street, San Francisco, CA 94105.

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| (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, and a member of the
Board of Directors of the Issuer, which is a leading global specialty
retailer offering clothing, accessories and personal care products for men,
women, children and babies. The
business address of the Issuer is Two Folsom Street, San Francisco, CA 94105. (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. 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 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 shares to various entities controlled by
them, disposed of certain shares to third parties by gift and sold shares of
Issuer Common Stock in the open market and in privately negotiated
transactions. | |
| Item 4. | Purpose of Transaction |
| This Statement is being
filed to disclose the execution of the Purchase Agreements as more fully
described in Item 6 below, to disclose William S. Fisher’s appointment to the
Board of Directors of the Issuer on November 17, 2009, and to update the
Issuer Common Stock ownership information. 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, alternative
investment opportunities, 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. At the time of the
filing of this Schedule 13D, other than as disclosed in this Statement, 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 | |

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| 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 and William S. Fisher, as members 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 retain
their right to modify their 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 any Reporting Person’s 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 and reserves the right to change
its or his plans and intentions at any time. | |
| --- | --- |
| Item 5. | Interest in Securities of the Issuer |
| 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 October 31, 2009.
There were approximately 695,134,510 shares of Common Stock of the
Issuer outstanding as of October 31, 2009. | |

| Fisher Core
Holdings L.P. | Shares* — 81,000,000 | (1) | Percentage of Total Outstanding — 11.7 % |
| --- | --- | --- | --- |
| Robert J. Fisher | 109,876,748 | (2) | 15.8 % |
| William S.
Fisher | 108,217,037 | (3) | 15.6 % |
| John J. Fisher | 116,370,294 | (4) | 16.7 % |

(1) Fisher Core Holdings L.P. holds 81,000,000 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) 42,464 shares which may be acquired upon exercise of options within the next 60 days, (b) 22,312 shares to be issued upon settlement 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) 17,657,263 shares beneficially owned through trusts, (d) 2,633,018 shares owned as community property and (e) 81,000,000 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 121,249 shares over which Mr. Fisher has no voting or dispositive control. (3) William S. Fisher’s beneficial ownership includes (a) 3,809 shares to be issued upon settlement 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, (b) 367,013 shares beneficially owned through a trust for his benefit, (b) 17,661,007 shares beneficially owned through other trusts, (c) 639,196 shares owned as community property, (d) 8,513 shares beneficially owned and held in a 401(k) account and (e) 81,000,000 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 160,053 shares over which Mr. Fisher has no voting or dispositive control. (4) John J. Fisher’s beneficial ownership includes (a) 442,013 shares beneficially owned through a trust for his benefit, (b) 17,662,714 shares beneficially owned through other trusts*, and (c) 81,000,000 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 39,844 shares over which Mr. Fisher has no voting or dispositive control.

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• The 17,657,263 shares held by Robert J. Fisher as trustee of trusts for other beneficiaries, the 17,662,714 shares held by John J. Fisher as trustee of trusts for other beneficiaries, and the 17,661,007 shares by William S. Fisher as trustee of trusts for other beneficiaries actually represent an aggregate 26,490,492 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 included in this Statement 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 October 31, 2009. As of the date 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 October 31, 2009.

| Fisher Core
Holdings L.P. | Sole Power Shares — 0 | (1) | Percentage of Total Outstanding — 0.0 % |
| --- | --- | --- | --- |
| Robert J. Fisher | 8,586,467 | (2) | 1.2 % |
| William S.
Fisher | 8,908,321 | (3) | 1.3 % |
| John J. Fisher | 17,707,580 | (4) | 2.5 % |

| Fisher Core
Holdings L.P. | Shared Power Shares* — 81,000,000 | (1) | Percentage of Total Outstanding — 11.7 % |
| --- | --- | --- | --- |
| Robert
J. Fisher | 101,290,281 | (2) | 14.6 % |
| William S.
Fisher | 99,308,716 | (3) | 14.3 % |
| John J. Fisher | 98,662,714 | (4) | 14.2 % |

c) Other than the transactions reported immediately below, the Reporting Persons have not effected any transactions involving shares of Common Stock of the Issuer during the past 60 days. On each of September 21, 2009, October 19, 2009, and October 20, 2009, William S. Fisher sold 500,000 shares of Common Stock under the September Stock Trading Plan (defined below) on the New York Stock Exchange at an average sales price of $22.1149 per share, $23.1648 per share, and $22.7345 per share, respectively. On November 10, 2009, (i) Robert J. Fisher sold 114,794 shares of Common Stock to the Issuer in a private transaction at a sales price of $22.4005 per share, (ii) William S. Fisher sold 99,214 shares of Common Stock to the Issuer in a private transaction at a sales price of $22.4005 per share, and (iii) John J. Fisher sold 141,853 shares of Common Stock to the Issuer in a private transaction at a sales price of $22.4005 per share. Each of these transactions was completed pursuant to purchase agreements between the Reporting Persons and the Issuer entered into as part of the Issuer stock repurchase program as previously disclosed.

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| On November 18, 2009,
John J. Fisher sold 26,417 shares of Common Stock to the Issuer in a private
transaction at a sales price of $21.6034 per share pursuant an assignment of
rights and obligations for any final stock sale to the Issuer after
termination of the Doris F. Fisher stock purchase agreement with the Issuer
entered into as part of the Issuer stock repurchase program as previously
disclosed. On September 25, 2009,
each of Robert J. Fisher, William S. Fisher and John J. Fisher received a
gift of 1,200 shares of Common Stock. 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. Specifically, limited partners 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 | |
| --- | --- |
| Item 6. | Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer |
| Robert J. Fisher holds
options to purchase 42,464 shares of Common Stock awarded to him as a
director of the Issuer subject to option agreements, the form of which have
been filed with the SEC by the Issuer.
In addition, Mr. Robert Fisher holds stock units with respect to
22,312 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. William S. Fisher holds
stock units for 3,809 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 non-employee
directors of the Issuer, Messrs. Robert and William Fisher are 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 filed with the SEC. As described in Item 2,
each of the Reporting Persons, Donald G. Fisher and Doris F. Fisher entered
into the LP Agreement to form Fisher Core Holdings L.P. All references to the LP Agreement, as
amended, are qualified in their entirety by reference to the LP Agreement and
amendment included as Exhibits 1 and 12, respectively, to the Schedule 13D,
which are incorporated by reference herein. On February 27, 2008,
each of Robert J. Fisher, William S. Fisher and John J. Fisher separately
entered into stock purchase agreements with the Issuer (which purchase
agreements have been filed with the SEC by the Issuer) in connection with the
Issuer’s share repurchase program authorized by the Board of Directors of the
Issuer on February 14, 2008. In
connection with the approval of a new share purchase program by the Board of
the Directors of the Issuer on November 17, 2009, each of Robert J. Fisher
and John J. Fisher separately entered into new stock purchase agreements with
the Issuer (the “Purchase Agreements”).
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
(1.60% for Robert J. Fisher, and 2.42% for 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. All references to the Purchase Agreements
are qualified in their entirety by reference to the Purchase Agreements
incorporated by reference as Exhibit 13 and 14 to this Statement. On August 29, 2008,
Robert J. Fisher entered into a Stock Trading Plan (the “August Stock Trading
Plan”) pursuant to Rule 10b5-1(c) of the Act with a third party to sell an
aggregate of up to 2,000,000 shares of the Issuer’s Common Stock not held by
Fisher Core Holdings L.P. The August
Stock Trading Plan terminated pursuant to its terms following the sale of
2,000,000 shares. On September 19, 2008,
William S. Fisher entered into a Stock Trading Plan (the “September Stock
Trading Plan”) pursuant to Rule 10b5-1(c) of the Act with a third party to
sell an aggregate of up to 3,000,000 shares of the Issuer’s Common Stock not
held by Fisher Core Holdings L.P. The
September Stock Trading Plan was terminated by Mr. Fisher and no further
sales of Common Stock will be made under it. | |

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| Other than as described
in this Statement and the Joint Filing Agreement, there are as of the date of
this Statement, no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Persons and any person, to which a
Reporting Person is a party, with respect to any securities of the Issuer
beneficially owned by such Reporting Person, 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 4-11 –
Omitted as no longer in effect. Exhibit 12 –
Amendment to Limited Partnership Agreement of Fisher Core Holdings L.P.,
dated March 20, 2009. Exhibit 13 –
Purchase Agreement with Robert J. Fisher dated November 17, 2009
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
filed by the Issuer with the SEC on November 19, 2009). Exhibit 14 –
Purchase Agreement with John J. Fisher dated November 17, 2009 (incorporated
by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the
Issuer with the SEC on November 19, 2009). | |

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: | November 27, 2009 | Fisher Core Holdings
L.P. | |
| --- | --- | --- | --- |
| | | | /s/ Jane Spray |
| | | | For: Fisher Core
Holdings L.P. |
| Dated: | November 27, 2009 | By: | /s/ Jane Spray |
| | | | Robert J. Fisher |
| Dated: | November 27, 2009 | By: | /s/ Jane Spray |
| | | | William S. Fisher |
| Dated: | November 27, 2009 | By: | /s/ Jane Spray |
| | | | 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.

12

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