John Strain Form 4 GAP / John Strain ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Strain John

(Last) (First) (Middle)

TWO FOLSOM ST

(Street)

SAN FRANCISCO CA 94105-1205

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GAP INC [ GPS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Digital & Tech Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/15/2022		M		2,881	A	$0.0	27,323.4322(1)	D
Common Stock	03/15/2022		F		980	D	$14.59	26,343.4322	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)	$13.93	03/14/2022		A		68,514		(2)	03/14/2032	Common Stock	68,514	$0.0	68,514	D
Restricted Stock Unit	$0.0(3)	03/14/2022		A		24,071		(4)	(4)	Common Stock	24,071	$0.0	101,644	D
Restricted Stock Unit	$0.0(3)	03/15/2022		M			2,881	(5)	(5)	Common Stock	2,881	$0.0	98,763	D

Explanation of Responses:

1. Balance adjusted to reflect shares acquired under the Gap Inc. Employee Stock Purchase Plan.

2. On March 14, 2022, the reporting person was granted an option to purchase a total of 68,514 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.

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

4. On March 14, 2022, the reporting person was granted 24,071 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.

5. On March 15, 2021, the reporting person was granted 11,526 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.

	By: JoAnne Zinman, Power of Attorney For: John Strain	03/16/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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