SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Calhoun Jack

(Last)

(First)

(Middle)

TWO FOLSOM ST

(Street)

SAN FRANCISCO

94105-1205

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2012

3. Issuer Name and Ticker or Trading Symbol
GAP INC [ GPS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Global Pres., Banana Republic

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,894.6058	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽¹⁾	03/16/2019	Common Stock	56,250	$11.77	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	03/13/2016	Common Stock	25,500	$17.84	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	03/17/2018	Common Stock	112,500	$19.68	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	03/14/2021	Common Stock	90,000	$21.79	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	03/15/2020	Common Stock	80,000	$23.07	D
Non-Qualified Stock Option (right to buy)	⁽¹⁾	03/12/2022	Common Stock	100,000	$25.09	D
Restricted Stock Unit⁽³⁾	⁽⁴⁾	⁽⁵⁾	Common Stock	143,205	$0.0	D

Explanation of Responses:

1. 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.

2. This option was fully vested and exercisable.

3. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

4. Represents three grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 18,205 vest on 03/15/2013; 25,000 vest on 03/14/2013 and 25,000 vest on 03/14/2014; 37,500 vest on 09/14/2013 and 37,500 vest on 09/14/2014.

5. Not Applicable.

	By: Lisa Delgado, Power of Attorney For: John Joseph Calhoun	11/09/2012
	** 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 5 (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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