Mark Breitbard - 14 Mar 2023 Form 4 Insider Report for GAP INC (GAP)

Role: President & CEO, Gap Brand
Signature: By: JoAnne Zinman, Power of Attorney For: Mark Breitbard
Issuer symbol: GAP
Transactions as of: 14 Mar 2023
Net transactions value: -$300,453
Form type: 4
Filing time: 16 Mar 2023, 18:06:54 UTC
Previous filing: 15 Mar 2023
Next filing: 24 Mar 2023
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	+38,220	+39%	$0.000000	137,200	14 Mar 2023	Direct
transaction	GPS	Common Stock	Tax liability	$131,886	-13,215	-9.6%	$9.98	123,985	14 Mar 2023	Direct
transaction	GPS	Common Stock	Options Exercise	$0	+12,035	+9.7%	$0.000000	136,020	14 Mar 2023	Direct
transaction	GPS	Common Stock	Tax liability	$41,527	-4,161	-3.1%	$9.98	131,859	14 Mar 2023	Direct
transaction	GPS	Common Stock	Options Exercise	$0	+5,283	+4%	$0.000000	137,142	15 Mar 2023	Direct
transaction	GPS	Common Stock	Tax liability	$17,804	-1,826	-1.3%	$9.75	135,316	15 Mar 2023	Direct
transaction	GPS	Common Stock	Sale	$76,085	-7,874	-5.8%	$9.66	127,442	15 Mar 2023	Direct	F1, F2
transaction	GPS	Common Stock	Sale	$33,153	-3,457	-2.7%	$9.59	123,985	16 Mar 2023	Direct	F1

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	Performance Unit	Options Exercise	$0	-38,220	-100%	$0.000000^*	0	14 Mar 2023	Common Stock	38,220	$0.000000	Direct	F3, F4
transaction	GPS	Restricted Stock Unit	Options Exercise	$0	-12,035	-5.1%	$0.000000	222,021	14 Mar 2023	Common Stock	12,035	$0.000000	Direct	F5, F6
transaction	GPS	Restricted Stock Unit	Options Exercise	$0	-5,283	-2.4%	$0.000000	216,738	15 Mar 2023	Common Stock	5,283	$0.000000	Direct	F5, F7

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

Explanation of Responses:

Id	Content
F1	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 29, 2022 and amended on December 5, 2022.
F2	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.551 to $9.76, 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	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 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.
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.