Sheila Peters - 13 Aug 2022 Form 4 Insider Report for GAP INC (GAP)

Role: EVP & Chief People Officer
Signature: By: JoAnne Zinman, Power of Attorney For: Sheila Peters
Issuer symbol: GAP
Transactions as of: 13 Aug 2022
Net transactions value: -$41,294
Form type: 4
Filing time: 16 Aug 2022, 17:37:11 UTC
Previous filing: 25 Mar 2022
Next filing: 15 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	+8,400	+57%	$0.000000	23,095	13 Aug 2022	Direct	F1
transaction	GPS	Common Stock	Tax liability	$41,294	-3,881	-17%	$10.64	19,214	13 Aug 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	-8,400	-16%	$0.000000	43,357	13 Aug 2022	Common Stock	8,400	$0.000000	Direct	F2, F3

* 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	Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
F3	On August 13, 2019, the reporting person was granted 16,800 restricted stock units, vesting in two equal annual installments beginning on the second 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. 583 shares were previously withheld for mandatory tax withholding on these restricted stock units due to retirement eligibility (Form 4 filed 03/23/2021).