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^*

Green Nancy

(Last)

(First)

(Middle)

TWO FOLSOM ST

(Street)

SAN FRANCISCO

94105-1205

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/08/2020

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)
	President and CEO, Old Navy

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	88,093	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⁾	03/16/2030	Common Stock	60,000	$8.34	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	03/13/2027	Common Stock	37,500	$23.54	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	03/18/2029	Common Stock	110,000	$25.56	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	03/14/2026	Common Stock	70,000	$30.18	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	03/19/2028	Common Stock	110,000	$32.23	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	03/18/2023	Common Stock	20,000	$36.45	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	03/16/2025	Common Stock	20,000	$41.27	D
Non-Qualified Stock Option (right to buy)	⁽⁸⁾	03/17/2024	Common Stock	10,000	$42.2	D
Restricted Stock Unit⁽⁹⁾	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	325,722	$0.0	D

Explanation of Responses:

1. The option represents a right to purchase a total of 60,000 shares exercisable in four equal annual installments beginning on March 16, 2021, which is the first anniversary of the date on which the option was granted.

2. The option represents a right to purchase a total of 37,500 shares: 12,500 became exercisable on March 13, 2019; 12,500 became exercisable on March 13, 2020; and 12,500 will become exercisable on March 13, 2021.

3. The option represents a right to purchase a total of 110,000 shares exercisable in four equal annual installments beginning on March 18, 2020, 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 40,000 shares which became fully exercisable as of March 14, 2020.

5. The option represents a right to purchase a total of 110,000 shares exercisable in four equal annual installments beginning on March 19, 2019, 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 20,000 shares which became fully exercisable as of March 18, 2017.

7. The option represents a right to purchase a total of 20,000 shares which became fully exercisable as of March 16, 2019.

8. The option represents a right to purchase a total of 10,000 shares which became fully exercisable as of March 17, 2018.

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

10. Represents five grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 36,233 shares vest on March 19, 2021; 2,500 shares vest on August 15, 2021; 26,205 shares vest on March 18, 2021 and 26,206 shares vest on March 18, 2022; 20,000 shares vest on July 15, 2021 and 20,000 shares vest on July 15, 2022; and 97,289 shares vest on March 16, 2022 and 97,289 shares vest on March 16, 2023.

11. Not applicable.

	By: Nathan Francis, Power of Attorney For: Nancy Green	10/09/2020
	** 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.