GAP INC 4

4 · GAP INC · Filed Mar 20, 2014

Form 4

Period: 2014-03-17

Global President, Gap Brand

Transactions

Award
Non-Qualified Stock Option (right to buy)
2014-03-17+90,000→ 90,000 total
Exercise: $42.20Exp: 2024-03-17→ Common Stock (90,000 underlying)
Exercise/Conversion
Performance Shares
2014-03-18−11,015→ 7,944 total
Exercise: $0.00→ Common Stock (11,015 underlying)
Award
Performance Shares
2014-03-17+7,944→ 18,959 total
Exercise: $0.00→ Common Stock (7,944 underlying)
Award
Common Stock
2014-03-17+7,943→ 206,019 total
Tax Payment
Common Stock
2014-03-17$42.20/sh−3,732$157,490→ 202,287 total
Award
Common Stock
2014-03-18+11,015→ 213,302 total
Tax Payment
Common Stock
2014-03-18$42.14/sh−5,175$218,075→ 208,127 total

Footnotes (8)

[F1]Represents shares issued upon completion of a three-year (2011 - 2013) performance cycle under the Company's Long-Term Growth Program. For additional information on the Company's Long-Term Growth Plan, please see the Company's Proxy Statement for its 2013 Annual Shareholder Meeting, available on gapinc.com.
[F2]Represents shares issued upon completion of a three-year (2010 - 2012) performance cycle and a one-year vesting period under the Company's Long-Term Growth Program. For additional information on the Company's Long-Term Growth Plan, please see the Company's Proxy Statement for its 2013 Annual Shareholder Meeting, available on gapinc.com.
[F3]The options under this grant become exercisable in four equal annual installments beginning one year from date of grant. Date of grant is 10 years prior to expiration date.
[F4]Each Performance Share represents a contingent right to receive one share of Gap Inc. Common Stock.
[F5]Represents Performance Shares earned following completion of a three-year (2011 - 2013) performance cycle under the Company's Long-Term Growth Plan.
[F6]Shares will vest on March 17, 2015.
[F7]Not applicable.
[F8]Represents Performance Shares earned following completion of a three-year (2010 - 2012) performance cycle and a one-year vesting period under the Company's Long-Term Growth Program.

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