FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hyder Brent

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/1/2017 

3. Issuer Name and Ticker or Trading Symbol

GAP INC [GPS]

(Last)        (First)        (Middle)

TWO FOLSOM ST

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP,Talent and Sustainability /

(Street)

SAN FRANCISCO, CA 94105-1205       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   2758.5268   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)     (1) 3/14/2021   Common Stock   2500   $21.79   D    
Non-Qualified Stock Option (right to buy)     (2) 3/15/2020   Common Stock   1188   $23.07   D    
Non-Qualified Stock Option (right to buy)     (3) 3/13/2027   Common Stock   43000   $23.54   D    
Non-Qualified Stock Option (right to buy)     (4) 3/12/2022   Common Stock   3750   $25.09   D    
Non-Qualified Stock Option (right to buy)     (5) 3/14/2026   Common Stock   22500   $30.18   D    
Non-Qualified Stock Option (right to buy)     (6) 3/18/2023   Common Stock   4800   $36.45   D    
Non-Qualified Stock Option (right to buy)     (7) 3/16/2025   Common Stock   13000   $41.27   D    
Non-Qualified Stock Option (right to buy)     (8) 3/17/2024   Common Stock   3100   $42.2   D    
Restricted Stock Unit   (9)   (10)   (11) Common Stock   25875   $0.0   D    

Explanation of Responses:
(1)  On March 14, 2011, the reporting person was granted an option to purchase a total of 5,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(2)  On March 15, 2010, the reporting person was granted an option to purchase a total of 4,750 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(3)  On March 13, 2017, the reporting person was granted an option to purchase a total of 43,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(4)  On March 12, 2012, the reporting person was granted an option to purchase a total of 5,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(5)  On March 14, 2016, the reporting person was granted an option to purchase a total of 22,500 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(6)  On March 18, 2013, the reporting person was granted an option to purchase a total of 4,800 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(7)  On March 16, 2015, the reporting person was granted an option to purchase a total of 13,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(8)  On March 17, 2014, the reporting person was granted an option to purchase a total of 3,100 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(9)  Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(10)  Represents six grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 775 shares vest on March 17,2018; 2,500 shares vest on August 14, 2017; 2,750 shares vest on November 12, 2017; 2,750 shares vest on March 14, 2018; 2,000 shares vest on March 16, 2018; 2,750 shares vest on November 12, 2018; 4,800 shares vest on March 13, 2019; 2,750 shares vest on March 14, 2019 and 4,800 shares vest on March 13, 2020.
(11)  Not applicable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hyder Brent
TWO FOLSOM ST
SAN FRANCISCO, CA 94105-1205


EVP,Talent and Sustainability

Signatures
By: Marie Ma, Power of Attorney For: Brent Hyder 5/1/2017
** Signature of Reporting Person Date


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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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