Sec Form 4 Filing - Green Nancy @ GAP INC - 2021-12-18

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 Green Nancy 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) President & CEO, Old Navy (Last) (First) (Middle) TWO FOLSOM ST 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2021 (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 12/18/2021 M 11,399 A $ 0 124,276 D Common Stock 12/18/2021 F( 1 ) 11,399 D $ 16.82 112,877 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 Restricted Stock Unit $ 0( 2 ) 12/18/2021 M 11,399 ( 3 ) ( 4 ) Common Stock 11,399 $ 0 303,933 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Green Nancy TWO FOLSOM ST SAN FRANCISCO, CA94105-1205 President & CEO, Old Navy Signatures By: JoAnne Zinman, Power of Attorney For: Nancy Green 12/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mandatory tax withholding on vesting of restricted stock units due to retirement eligibility. ( 2 )Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock. ( 3 )The restricted stock units for which the reporting person is retirement eligible vest 26,206 shares on March 18, 2022, 97,289 shares on each of March 16, 2022 and March 16, 2023, 20,000 shares on July 15, 2022 and 5,043 shares on each of October 8, 2022, October 8, 2023 and October 8, 2024. Vesting (but not distribution) is accelerated on retirement eligibility, subject to the RSUs being held for at least one year following the grant date. ( 4 )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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