0001181431-12-018736.txt : 20120320 0001181431-12-018736.hdr.sgml : 20120320 20120320211555 ACCESSION NUMBER: 0001181431-12-018736 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120319 FILED AS OF DATE: 20120320 DATE AS OF CHANGE: 20120320 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANKS MICHELLE CENTRAL INDEX KEY: 0001430429 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07562 FILM NUMBER: 12704651 MAIL ADDRESS: STREET 1: GAP INC. STREET 2: 2 FOLSOM STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GAP INC CENTRAL INDEX KEY: 0000039911 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 941697231 STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 BUSINESS ADDRESS: STREET 1: TWO FOLSOM STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 6509524400 MAIL ADDRESS: STREET 1: TWO FOLSOM STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: GAP STORES INC DATE OF NAME CHANGE: 19850617 4 1 rrd339497.xml FORM 4 X0304 4 2012-03-19 0 0000039911 GAP INC GPS 0001430429 BANKS MICHELLE GAP INC. 2 FOLSOM STREET SAN FRANCISCO CA 94105 0 1 0 0 EVP, General Counsel Common Stock 2012-03-19 4 M 0 12500 19.68 A 97415.7056 D Common Stock 2012-03-19 4 S 0 12500 25.9095 D 84915.7056 D Common Stock 2012-03-19 4 M 0 10000 11.77 A 94915.7056 D Common Stock 2012-03-19 4 S 0 10000 25.92 D 84915.7056 D Non-Qualified Stock Option (Right to Buy) 19.68 2012-03-19 4 M 0 12500 0.00 D 2018-03-17 Common Stock 12500 0.00 D Non-Qualifiied Stock Option (Right to Buy) 11.77 2012-03-19 4 M 0 10000 0.00 D 2019-03-16 Common Stock 10000 10000 D The exercises and sales reported on this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 8, 2011. This option was fully vested and exercisable. The options under this grant become exercisable in four equal annual installments beginning one year from date of grant. Date of grant is 10 years prior to expiration date. Marie Ma, Power of Attorney 2012-03-20 EX-24.TXT 2 rrd304420_343293.htm 2012 POWER OF ATTORNEY rrd304420_343293.html 

POWER OF ATTORNEY

      I, Michelle Banks, hereby constitute and appoint Lisa Delgado, David Jedrzejek, Thomas J. Lima, Marie Ma and Lisa Mertens with the power to sign alone, as my true and lawful attorney-in-fact to act for me in my capacity as an officer and/or director of THE GAP, INC. (the Company) to:

1. Sign and file the Uniform Application for Access Codes on Edgar;

2. Prepare, sign and file Forms 3, 4 and 5 in furtherance of satisfying my obligations under Section 16(a) of the Securities Exchange Act of 1934 (the 1934 Act) with respect to Company securities;

3. Prepare, sign and file notices on Form 144 in furtherance of satisfying my obligations, if any,  under Rule 144 under the Securities Exchange Act of 1933 (the 1933 Act) with respect to Company securities; and

4. Execute and deliver any and all documents, take any and all steps and do any and all things that my attorney in fact may deem necessary or appropriate in furtherance of the purposes stated in (1), (2) and (3) above.

      I hereby grant to each attorney-in-fact full power and authority to do and perform any act that he or she deems necessary or appropriate in the exercise of any of the rights and powers granted by this Power of Attorney, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation.  I acknowledge that neither my attorneys-in-fact nor the Company is assuming any of my responsibilities and obligations to comply with the 1933 Act, the 1934 Act and the rules thereunder.

      This Power of Attorney will remain in effect until I am no longer required to file Forms 3, 4, 5 or 144 with respect to Company securities, except that I reserve the right to revoke this Power of Attorney by written notice delivered to my attorneys in fact and the Company.


Date:  February ___, 2012					________________________
									Michelle Banks