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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Laughton Mary Beth

(Last)

(First)

(Middle)

TWO FOLSOM ST

(Street)

SAN FRANCISCO

94105-1205

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/14/2021

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 & CEO, Athleta

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	8,426.0796	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	48,000	$8.34	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	08/10/2030	Common Stock	76,000	$14.64	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	10/28/2029	Common Stock	175,000	$17.2	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	03/15/2031	Common Stock	45,250	$32.25	D
Restricted Stock Unit⁽⁵⁾	⁽⁶⁾	⁽⁷⁾	Common Stock	199,196	$0.0	D

Explanation of Responses:

1. The option represents a right to purchase a total of 48,000 shares exercisable in four equal annual installments beginning on March 16, 2021, 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 76,000 shares exercisable in four equal annual installments beginning on August 10, 2021, 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 175,000 shares exercisable in four equal annual installments beginning on October 28, 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 45,250 shares exercisable in four equal annual installments beginning on March 15, 2022, which is the first anniversary of the date on which the option was granted.

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

6. Represents five grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 3,842 shares vest on March 15, 2022; 29,116 shares vest on March 16, 2022; 12,667 shares vest on August 10, 2022; 21,875 shares vest on October 28, 2022; 32,097 shares vest on March 15, 2023; 29,117 shares vest on March 16, 2023; 12,667 shares vest on August 10, 2023; 21,875 shares vest on October 28, 2023; 32,098 shares vest on March 15, 2024; and 3,842 shares vest on March 15, 2025.

7. Not applicable.

	By: JoAnne Zinman, Power of Attorney For: Mary Beth Laughton	11/23/2021
	** 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.