Sheila Peters - Mar 14, 2022 Form 4 Insider Report for GAP INC (GPS)

Role: EVP & Chief People Officer
Signature: By: JoAnne Zinman, Power of Attorney For: Sheila Peters
Stock symbol: GPS
Transactions as of: Mar 14, 2022
Transactions value $: -$12,971
Form type: 4
Date filed: 3/16/2022, 07:13 PM
Previous filing: Aug 17, 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	+2.02K	+26.74%	$0.00	9.56K	Mar 15, 2022	Direct	F1
transaction	GPS	Common Stock	Tax liability	-$9.91K	-679	-7.1%	$14.59	8.88K	Mar 15, 2022	Direct
transaction	GPS	Common Stock	Options Exercise	$0	+210	+2.36%	$0.00	9.09K	Mar 15, 2022	Direct
transaction	GPS	Common Stock	Tax liability	-$3.06K	-210	-2.31%	$14.59	8.88K	Mar 15, 2022	Direct	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)	Award	$0	+58.7K		$0.00	58.7K	Mar 14, 2022	Common Stock	58.7K	$13.93	Direct	F3
transaction	GPS	Restricted Stock Unit	Award	$0	+20.6K	+50.95%	$0.00	61.1K	Mar 14, 2022	Common Stock	20.6K	$0.00	Direct	F4, F5
transaction	GPS	Restricted Stock Unit	Options Exercise	$0	-2.23K	-3.64%	$0.00	58.9K	Mar 15, 2022	Common Stock	2.23K	$0.00	Direct	F4, F6

* 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	Mandatory tax withholding on vesting of restricted stock units due to retirement eligibility.
F3	On March 14, 2022, the reporting person was granted an option to purchase a total of 58,726 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 14, 2022, the reporting person was granted 20,632 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.
F6	On March 15, 2021, the reporting person was granted 8,068 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date. Vesting (but not distribution) of 210 shares was accelerated for tax withholding upon the anniversary of the grant date due to retirement eligibility.