SEC Form 4
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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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*
SIMMONS SABRINA

(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 & CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2016
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 03/16/2016 M 29,498 A $0.0 (1) 35,936 D
Common Stock 03/16/2016 F 11,953 D $29.28 23,983 D
Common Stock 03/17/2016 M 12,500 A $0.0 (2) 36,483 D
Common Stock 03/17/2016 S (3) 17,545 D $29.5209 18,938 D
Common Stock 03/17/2016 F 6,522 D $29.9 12,416 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
Performance Shares $0.0 (1) 03/16/2016 M 29,498 (4) (4) Common Stock 29,498 $0.0 10,298 D
Restricted Stock Unit $0.0 (2) 03/17/2016 M 12,500 (5) (5) Common Stock 12,500 $0.0 87,500 D
Explanation of Responses:
1. Each Performance Share represents a contingent right to receive one share of Gap Inc. Common Stock.
2. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
3. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 23, 2015.
4. On March 16, 2015 the Company's Compensation and Management Development Committee certified that the reporting person earned 58,996 Performance Shares following completion of a three-year (2012-2014) performance cycle under the Company's Long-Term Growth program, with half of the award vesting on the certification date and the remainder vesting on the anniversary of such date (subject to the reporting person's continued service with the Company.)
5. On March 17, 2014 the reporting person was granted 25,000 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date.
By: Marie Ma, Power of Attorney For: Sabrina Simmons 03/18/2016
** 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.
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