The Gap, Inc. (GAP) Form 4 GAP / ROBERT J FISHER 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^*

FISHER ROBERT J

(Last) (First) (Middle)

1300 EVANS AVENUE, NO. 880154

(Street)

SAN FRANCISCO CA 94188

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2024

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	07/01/2024		M		5,052(1)	A	$0	7,995,559	D
Common Stock	07/01/2024		M		816(2)	A	$0	7,996,375	D
Common Stock	07/01/2024		G(3)		7,000	D	$0	7,989,375	D
Common Stock								27,000,000	I	By FCH TBME LLC(4)
Common Stock								131,382	I	By Spouse
Common Stock								3,829,502	I	By Trust
Common Stock								15,000	I	By Limited Partnerships

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
Stock Units	$0	07/01/2024		M			5,052	(1)	(1)	Common Stock	5,052	$0	46,782	D
Dividend Equivalent Rights	$0	07/01/2024		M			816.9209	(2)	(2)	Common Stock	816.9209	$0	2,417.2367	D

Explanation of Responses:

1. 5,052 shares were issued on July 1, 2024 in settlement of the stock units originally granted to the reporting person on June 30, 2021. Each stock unit represented the right to receive one share of The Gap, Inc. common stock ("Gap Common Stock").

2. 816 shares were issued on July 1, 2024 in settlement of dividend equivalent rights on the above-referenced stock units originally granted to the reporting person on June 30, 2021. Each dividend equivalent right was the economic equivalent of one share of Gap Common Stock.

3. The transaction set forth herein was made pursuant to a plan adopted on March 19, 2024, that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

4. The reporting person is the sole manager and a member of FCH TBME LLC, a Delaware limited liability company that owns the reported securities. As manager of FCH TBME LLC, the reporting person may be deemed to have an indirect beneficial ownership of the 27,000,000 shares of Gap Common Stock of which FCH TBME LLC has beneficial ownership. The reporting person disclaims beneficial ownership of all shares of Gap Common Stock held by FCH TBME LLC except to the extent of his pecuniary interest therein.

	/s/ Jane Spray, Attorney-in-Fact	07/02/2024
	** 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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