Sec Form 3 Filing - Laughton Mary Beth @ GAP INC - 2021-11-14

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 Laughton Mary Beth 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, Athleta (Last) (First) (Middle) TWO FOLSOM ST 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2021 (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 8,426.0796 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) $ 8.34 ( 1 ) 03/16/2030 Common Stock 48,000 D Non-Qualified Stock Option (right to buy) $ 14.64 ( 2 ) 08/10/2030 Common Stock 76,000 D Non-Qualified Stock Option (right to buy) $ 17.2 ( 3 ) 10/28/2029 Common Stock 175,000 D Non-Qualified Stock Option (right to buy) $ 32.25 ( 4 ) 03/15/2031 Common Stock 45,250 D Restricted Stock Unit( 5 ) $ 0 ( 6 ) ( 7 ) Common Stock 199,196 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Laughton Mary Beth TWO FOLSOM ST SAN FRANCISCO, CA94105-1205 President & CEO, Athleta Signatures By: JoAnne Zinman, Power of Attorney For: Mary Beth Laughton 11/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option represents a right to purchase a total of 48,000 shares exercisable in four equal annual installments beginning on March 16, 2021, which was the first anniversary of the date on which the option was granted. ( 2 )The option represents a right to purchase a total of 76,000 shares exercisable in four equal annual installments beginning on August 10, 2021, 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 175,000 shares exercisable in four equal annual installments beginning on October 28, 2020, which was the first anniversary of the date on which the option was granted. ( 4 )The option represents a right to purchase a total of 45,250 shares exercisable in four equal annual installments beginning on March 15, 2022, which is the first anniversary of the date on which the option was granted. ( 5 )Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock. ( 6 )Represents five grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 3,842 shares vest on March 15, 2022; 29,116 shares vest on March 16, 2022; 12,667 shares vest on August 10, 2022; 21,875 shares vest on October 28, 2022; 32,097 shares vest on March 15, 2023; 29,117 shares vest on March 16, 2023; 12,667 shares vest on August 10, 2023; 21,875 shares vest on October 28, 2023; 32,098 shares vest on March 15, 2024; and 3,842 shares vest on March 15, 2025. ( 7 )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).

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