Julie Gruber - 14 Mar 2022 Form 4 Insider Report for GAP INC (GAP)

Role: Chief Legal&Compliance Officer
Signature: By: JoAnne Zinman, Power of Attorney For: Julie Gruber
Issuer symbol: GAP
Transactions as of: 14 Mar 2022
Net transactions value: -$94,310
Form type: 4
Filing time: 16 Mar 2022, 18:01:07 UTC
Previous filing: 16 Aug 2021
Next filing: 22 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GPS	Common Stock	Options Exercise	$0	+11,937	+98%	$0.000000	24,085	14 Mar 2022	Direct	F1
transaction	GPS	Common Stock	Tax liability	$57,280	-4,112	-17%	$13.93	19,973	14 Mar 2022	Direct
transaction	GPS	Common Stock	Options Exercise	$0	+4,220	+21%	$0.000000	24,193	15 Mar 2022	Direct
transaction	GPS	Common Stock	Options Exercise	$0	+3,121	+13%	$0.000000	27,314	15 Mar 2022	Direct
transaction	GPS	Common Stock	Tax liability	$37,029	-2,538	-9.3%	$14.59	24,776	15 Mar 2022	Direct

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)	Award	$0	+63,620		$0.000000	63,620	14 Mar 2022	Common Stock	63,620	$13.93	Direct	F2
transaction	GPS	Performance Unit	Award	$0	+11,938	+283%	$0.000000	16,158	14 Mar 2022	Common Stock	11,938	$0.000000	Direct	F3, F4
transaction	GPS	Performance Unit	Options Exercise	$0	-4,220	-26%	$0.000000	11,938	15 Mar 2022	Common Stock	4,220	$0.000000	Direct	F3, F5
transaction	GPS	Restricted Stock Unit	Award	$0	+22,352	+23%	$0.000000	121,464	14 Mar 2022	Common Stock	22,352	$0.000000	Direct	F6, F7
transaction	GPS	Restricted Stock Unit	Options Exercise	$0	-3,121	-2.6%	$0.000000	118,343	15 Mar 2022	Common Stock	3,121	$0.000000	Direct	F6, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Balance adjusted to reflect shares acquired under the Gap Inc. Employee Stock Purchase Plan.
F2	On March 14, 2022, the reporting person was granted an option to purchase a total of 63,620 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
F3	Each performance unit represents a contingent right to receive one share of Gap Inc. Common Stock.
F4	On March 14, 2022, the Company's Compensation and Management Development Committee certified that the reporting person earned 23,875 Performance Shares following completion of a three-year (2019-2021) performance cycle under the Company's Long-Term Growth program, with half of the award vesting on the certification date and the remainder vesting on the anniversary of such date.
F5	On March 15, 2021, the Company's Compensation and Management Development Committee certified that the reporting person earned 8,439 Performance Shares following completion of a three-year (2018-2020) performance cycle under the Company's Long-Term Growth program, with half of the award vesting on the certification date and the remainder vesting on the anniversary of such date.
F6	Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
F7	On March 14, 2022, the reporting person was granted 22,352 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.
F8	On March 15, 2021, the reporting person was granted 12,487 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.