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^*

Gruber Julie

(Last)

(First)

(Middle)

TWO FOLSOM ST

(Street)

SAN FRANCISCO

94105-1205

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/29/2016

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)
	EVP & Global General Counsel

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	13,873.9583	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	7,500	$11.77	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	03/17/2018	Common Stock	7,133	$19.68	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	03/14/2021	Common Stock	6,000	$21.79	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	03/15/2020	Common Stock	6,000	$23.07	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	03/12/2022	Common Stock	5,000	$25.09	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	03/18/2023	Common Stock	3,750	$36.45	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	03/16/2025	Common Stock	10,200	$41.27	D
Non-Qualified Stock Option (right to buy)	⁽⁸⁾	03/17/2024	Common Stock	3,100	$42.2	D
Restricted Stock Unit⁽⁹⁾	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	5,451	$0.0	D

Explanation of Responses:

1. The option represents a right to purchase a total of 7,500 shares exercisable in four equal annual installments beginning on March 16, 2010, which was the first anniversary of the date on which the option was granted.

2. The option represents a right to purchase a total of 7,333 shares exercisable in four equal annual installments beginning on March 17, 2009, which was the first anniversary of the date on which the option was granted.

3. The option represents a right to purchase a total of 6,000 shares exercisable in four equal annual installments beginning on March 14, 2012, which was the first anniversary of the date on which the option was granted.

4. The option represents a right to purchase a total of 6,000 shares exercisable in four equal annual installments beginning on March 15, 2011, which was the first anniversary of the date on which the option was granted.

5. The option represents a right to purchase a total of 5,000 shares exercisable in four equal annual installments beginning on March 12, 2013, which was the first anniversary of the date on which the option was granted.

6. The option represents a right to purchase a total of 3,750 shares exercisable in four equal annual installments beginning on March 18, 2014, which was the first anniversary of the date on which the option was granted.

7. The option represents a right to purchase a total of 10,200 shares exercisable in four equal annual installments beginning on March 16, 2016, which is the first anniversary of the date on which the option was granted.

8. The option represents a right to purchase a total of 3,100 shares exercisable in four equal annual installments beginning on March 17, 2015, which was the first anniversary of the date on which the option was granted.

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

10. Represents three grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 1,250 shares vest on March 12, 2016; 775 shares vest on March 17, 2016; 938 shares vest on March 18, 2016; 775 shares vest on March 17, 2017; 938 shares vest on March 18, 2017; and 775 shares vest on March 17, 2018.

11. Not applicable.

	By: Marie Ma, Power of Attorney For: Julie Gruber	03/03/2016
	** 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 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.
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.