Sec Form 3 Filing - Peters Sheila @ GAP INC - 2020-03-23

FORM 3 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 Peters Sheila 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) EVP & Chief People Officer (Last) (First) (Middle) TWO FOLSOM ST 3. Date of Earliest Transaction (MM/DD/YY) 03/23/2020 (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 6,718.4335 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) $ 21.79 ( 1 ) 03/14/2021 Common Stock 4,500 D Non-Qualified Stock Option (right to buy) $ 23.54 ( 2 ) 03/13/2027 Common Stock 20,000 D Non-Qualified Stock Option (right to buy) $ 25.09 ( 3 ) 03/12/2022 Common Stock 4,250 D Non-Qualified Stock Option (right to buy) $ 25.56 ( 4 ) 03/18/2029 Common Stock 20,000 D Non-Qualified Stock Option (right to buy) $ 30.18 ( 5 ) 03/14/2026 Common Stock 15,000 D Non-Qualified Stock Option (right to buy) $ 32.23 ( 6 ) 03/19/2028 Common Stock 18,000 D Non-Qualified Stock Option (right to buy) $ 36.45 ( 7 ) 03/18/2023 Common Stock 10,000 D Non-Qualified Stock Option (right to buy) $ 41.27 ( 8 ) 03/16/2025 Common Stock 15,000 D Non-Qualified Stock Option (right to buy) $ 42.2 ( 9 ) 03/17/2024 Common Stock 10,000 D Restricted Stock Unit ( 10 ) $ 0 ( 11 ) ( 12 ) Common Stock 23,182 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Peters Sheila TWO FOLSOM ST SAN FRANCISCO, CA94105-1205 EVP & Chief People Officer Signatures By: JoAnne Zinman, Power of Attorney For: Sheila Peters 03/25/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option represents a right to purchase a total of 4,500 shares which became fully exercisable as of March 14, 2015. ( 2 )The option represents a right to purchase a total of 20,000 shares exercisable in four equal annual installments beginning on March 13, 2018, which was the first anniversary of the date on which the option was granted. ( 3 )The option represents a right to purchase a total of 4,250 shares which became fully exercisable on March 12, 2016. ( 4 )The option represents a right to purchase a total of 20,000 shares exercisable in four equal annual installments beginning on March 18, 2020, which was the first anniversary of the date on which the option was granted. ( 5 )The option represents a right to purchase a total of 15,000 shares exercisable in four equal annual installments beginning on March 14, 2017, which was the first anniversary of the date on which the option was granted. ( 6 )The option represents a right to purchase a total of 18,000 shares exercisable in four equal annual installments beginning on March 19, 2019, which was the first anniversary of the date on which the option was granted. ( 7 )The option represents a right to purchase a total of 10,000 shares exercisable in four equal annual installments beginning on March 18, 2014, which was the first anniversary of the date on which the option was granted. ( 8 )The option represents a right to purchase a total of 15,000 shares exercisable in four equal annual installments beginning on March 16, 2016, which was the first anniversary of the date on which the option was granted. ( 9 )The option represents a right to purchase a total of 10,000 shares exercisable in four equal annual installments beginning on March 17, 2015, which was the first anniversary of the date on which the option was granted. ( 10 )Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock. ( 11 )Represents two grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 6,382 shares vest on March 19, 2021; 8,400 shares vest on August 13, 2021 and 8,400 shares vest on August 13, 2022. ( 12 )Not applicable.

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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