Sec Form 4 Filing - FISHER ROBERT J @ GAP INC - 2020-06-30

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 FISHER ROBERT J 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) (Last) (First) (Middle) 1300 EVANS AVENUE, NO. 880154 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2020 (Street) SAN FRANCISCO, CA94188 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 06/30/2020 M 7,276 ( 1 ) A $ 0 9,977,803 D Common Stock 06/30/2020 M 1,068 ( 2 ) A $ 0 9,978,871 D Common Stock 07/02/2020 J( 3 ) 3,600,000 A 27,000,000 I By FCH TBME LLC ( 5 ) Common Stock 126,671 I By Spouse Common Stock 122,255 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 (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 Stock Units $ 0 06/30/2020 M 7,276 ( 1 ) ( 1 ) Common Stock 7,276 $ 0 0 D Dividend Equivalent Rights $ 0 06/30/2020 M 1,068.3358 ( 2 ) ( 2 ) Common Stock 1,068.3358 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FISHER ROBERT J 1300 EVANS AVENUE, NO. 880154 SAN FRANCISCO, CA94188 X X Signatures Jane Spray, Attorney-in-fact 07/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )7,276 shares were issued in settlement of the stock units originally granted to the reporting person on June 30, 2017. Each stock unit represented the right to receive one share of The Gap, Inc. common stock ("Gap Common Stock"). ( 2 )1,068 shares were issued in settlement of dividend equivalent rights on the above-referenced stock units originally granted to the reporting person on June 30, 2017. Each equivalent right was the economic equivalent of one share of Gap Common Stock. ( 3 )This transaction represents a transfer of shares of Gap Common Stock of which FCH TBME LLC has beneficial ownership pursuant to a substitution of assets provision of a trust. ( 4 )The purchase price for the shares will determined pursuant to a third-party appraisal. ( 5 )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.

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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