Statement of Changes in Beneficial Ownership (4)

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 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 ^* 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/YYYY) 6/30/2020
(Street) SAN FRANCISCO, CA 94188 (City) (State) (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	6/30/2020		M		7276 ⁽¹⁾	A	$0	9977803	D
Common Stock	6/30/2020		M		1068 ⁽²⁾	A	$0	9978871	D
Common Stock	7/2/2020		J⁽³⁾		3600000	A	⁽⁴⁾	27000000	I	By FCH TBME LLC ⁽⁵⁾
Common Stock								126671	I	By Spouse
Common Stock								122255	I	By Trust
Common Stock								15000	I	By Limited Partnerships

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Units	$0	6/30/2020		M			7276	⁽¹⁾	⁽¹⁾	Common Stock	7276	$0	0	D
Dividend Equivalent Rights	$0	6/30/2020		M			1068.3358	⁽²⁾	⁽²⁾	Common Stock	1068.3358	$0	0	D

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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FISHER ROBERT J 1300 EVANS AVENUE, NO. 880154 SAN FRANCISCO, CA 94188	X	X