Mark Breitbard - Mar 14, 2022 Form 4 Insider Report for GAP INC (GPS)

Role: President & CEO, Gap Brand
Signature: By: JoAnne Zinman, Power of Attorney For: Mark Breitbard
Stock symbol: GPS
Transactions as of: Mar 14, 2022
Transactions value $: -$331,911
Form type: 4
Date filed: 3/16/2022, 05:38 PM
Previous filing: Dec 22, 2021
Next filing: Mar 25, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GPS	Common Stock	Options Exercise	$0	+38.2K	+70.92%	$0.00	92.1K	Mar 14, 2022	Direct
transaction	GPS	Common Stock	Tax liability	-$184K	-13.2K	-14.35%	$13.93	78.9K	Mar 14, 2022	Direct
transaction	GPS	Common Stock	Options Exercise	$0	+24K	+30.45%	$0.00	103K	Mar 15, 2022	Direct
transaction	GPS	Common Stock	Options Exercise	$0	+5.28K	+5.13%	$0.00	108K	Mar 15, 2022	Direct
transaction	GPS	Common Stock	Tax liability	-$148K	-10.1K	-9.36%	$14.59	98.1K	Mar 15, 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	+137K		$0.00	137K	Mar 14, 2022	Common Stock	137K	$13.93	Direct	F1
transaction	GPS	Performance Unit	Award	$0	+38.2K	+159.1%	$0.00	62.2K	Mar 14, 2022	Common Stock	38.2K	$0.00	Direct	F2, F3
transaction	GPS	Performance Unit	Options Exercise	$0	-24K	-38.59%	$0.00	38.2K	Mar 15, 2022	Common Stock	24K	$0.00	Direct	F2, F4
transaction	GPS	Restricted Stock Unit	Award	$0	+48.1K	+34.21%	$0.00	189K	Mar 14, 2022	Common Stock	48.1K	$0.00	Direct	F5, F6
transaction	GPS	Restricted Stock Unit	Options Exercise	$0	-5.28K	-2.8%	$0.00	184K	Mar 15, 2022	Common Stock	5.28K	$0.00	Direct	F5, F7

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

Explanation of Responses:

Id	Content
F1	On March 14, 2022, the reporting person was granted an option to purchase a total of 137,029 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
F2	Each performance unit represents a contingent right to receive one share of Gap Inc. Common Stock.
F3	On March 14, 2022, the Company's Compensation and Management Development Committee certified that the reporting person earned 76,440 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.
F4	On March 15, 2021, the Company's Compensation and Management Development Committee certified that the reporting person earned 48,043 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.
F5	Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
F6	On March 14, 2022, the reporting person was granted 48,143 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.
F7	On March 15, 2021, the reporting person was granted 21,132 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.