Mark Breitbard - Mar 23, 2024 Form 4 Insider Report for GAP INC (GPS)

Role
President & CEO, Gap Brand
Signature
By: De Anna Mekwunye, Power of Attorney For: Mark Breitbard
Stock symbol
GPS
Transactions as of
Mar 23, 2024
Transactions value $
-$2,545,883
Form type
4
Date filed
3/26/2024, 07:59 PM
Previous filing
Mar 25, 2024
Next filing
Mar 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GPS Common Stock Options Exercise $0 +35K +28.26% $0.00 159K Mar 23, 2024 Direct
transaction GPS Common Stock Tax liability -$495K -17.6K -11.09% $28.08 141K Mar 23, 2024 Direct
transaction GPS Common Stock Options Exercise $589K +93.8K +66.35% $6.28 235K Mar 25, 2024 Direct F1
transaction GPS Common Stock Sale -$2.64M -93.8K -39.89% $28.14 141K Mar 25, 2024 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GPS Non-Qualified Stock Option (right to buy) Options Exercise $0 -93.8K -50% $0.00 93.8K Mar 25, 2024 Common Stock 93.8K $6.28 Direct F1, F3
transaction GPS Restricted Stock Unit Options Exercise $0 -35K -16.8% $0.00 173K Mar 23, 2024 Common Stock 35K $0.00 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 4, 2023.
F2 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.01 to $28.32, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
F3 On March 23, 2020, the reporting person was granted an option to purchase a total of 375,233 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
F4 Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
F5 On March 23, 2020, the reporting person was granted 140,127 restricted stock units, vesting 35,031 shares on the first anniversary of the grant date and 35,032 shares on the second, third and fourth anniversary of the grant date.