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Form 4 GAP INC For: Jul 19 Filed by: Goldfarb Solomon

July 20, 2016 7:23 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Goldfarb Solomon
(Last) (First) (Middle)
TWO FOLSOM ST
(Street)
SAN FRANCISCO CA 94105-1205
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GAP INC [ GPS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Digital & Customer Exp.
3. Date of Earliest Transaction (Month/Day/Year)
07/19/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/19/2016   M   62.00 A $ 0 (1) 10,968 D  
Common Stock 07/19/2016   F   62.00 D $ 23.95 10,906 D  
Common Stock 07/19/2016   M   48.00 A $ 0 (1) 10,954 D  
Common Stock 07/19/2016   F   48.00 D $ 23.95 10,906 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit $ 0 (1) 07/19/2016   M     62.00   (2)   (2) Common Stock 62 $ 0 26,325 D  
Restricted Stock Unit $ 0 (1) 07/19/2016   M     48.00   (3)   (3) Common Stock 48 $ 0 26,277 D  
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
2. Represents shares withheld for payment of employment tax liability arising as a result of vesting of a portion of a Restricted Stock Unit award originally reported by the reporting person in a Form 3 filed with the Commission on February 2, 2015 that will be settled on March 17, 2017.
3. Represents shares withheld for payment of employment tax liability arising as a result of vesting of a portion of a Restricted Stock Unit award originally reported by the reporting person in a Form 4 filed with the Commission on March 17, 2015 that will be settled on March 16, 2017.
By: Marie Ma, Power of Attorney For: Solomon Goldfarb 07/20/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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