Sec Form 4 Filing - Calhoun Jack @ GAP INC - 2013-03-18

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Calhoun Jack 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) Global President, (Last) (First) (Middle) TWO FOLSOM ST 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2013 (Street) SAN FRANCISCO, CA94105-1205 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/18/2013 S 24,633 D $ 36.5097 2,215.5099 D Common Stock 03/18/2013 A 14,928 ( 1 ) A $ 0 17,143.5099 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 36.45 03/18/2013 A 80,000 ( 2 ) 03/18/2023 Common Stock 80,000 $ 0 80,000 D Performance Shares ( 3 ) $ 0 03/18/2013 A 14,928 ( 4 ) ( 5 ) ( 6 ) Common Stock 14,928 $ 0 14,928 D Restricted Stock Unit ( 7 ) $ 0 03/18/2013 A 50,000 ( 8 ) ( 8 ) Common Stock 50,000 $ 0 150,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Calhoun Jack TWO FOLSOM ST SAN FRANCISCO, CA94105-1205 Global President, Signatures By: Lisa Delgado, Power of Attorney For: Jack Calhoun 03/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares issued upon completion of a three year (2010-2012) performance cycle under the Company's Long-Term Growth Program. For additional information on the Company's Long-Term Growth Program, please see the Company's Proxy Statement for its 2012 Annual Shareholders Meeting, available on gapinc.com. ( 2 )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. ( 3 )Each Performance Share represents a contingent right to receive one share of Gap Inc. Common Stock. ( 4 )Represents Performance Shares earned following completion of a three year (2010-2012) performance cycle under the Company's Long-Term Growth Program. ( 5 )Shares will vest on March 18, 2014. ( 6 )Not applicable. ( 7 )Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock. ( 8 )25,000 shares vest on March 18, 2015 and 25,000 shares vest on March 18, 2016.

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).

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