Sheila Peters - Mar 23, 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 23, 2022
Transactions value $: -$32,403
Form type: 4
Date filed: 3/25/2022, 05:10 PM
Previous filing: Mar 16, 2022
Next filing: Aug 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GPS	Common Stock	Options Exercise	$0	+7.15K	+80.45%	$0.00	16K	Mar 23, 2022	Direct
transaction	GPS	Common Stock	Tax liability	-$32.4K	-2.3K	-14.37%	$14.07	13.7K	Mar 23, 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	Restricted Stock Unit	Options Exercise	$0	-7.15K	-12.13%	$0.00	51.8K	Mar 23, 2022	Common Stock	7.15K	$0.00	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
F2	On March 23, 2020, the reporting person was granted 31,847 restricted stock units, vesting 7,961 shares on the first anniversary of the grant date and 7,962 shares on the second, third and fourth anniversary of the grant date. Vesting (but not distribution) is accelerated on retirement eligibility, subject to the restricted stock units being held for one year following the grant date. 816 shares were previously withheld for mandatory tax withholding on these restricted stock units due to retirement eligibility (Form 4 filed 03/25/2021).

Content

Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

On March 23, 2020, the reporting person was granted 31,847 restricted stock units, vesting 7,961 shares on the first anniversary of the grant date and 7,962 shares on the second, third and fourth anniversary of the grant date. Vesting (but not distribution) is accelerated on retirement eligibility, subject to the restricted stock units being held for one year following the grant date. 816 shares were previously withheld for mandatory tax withholding on these restricted stock units due to retirement eligibility (Form 4 filed 03/25/2021).