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 *

Peters Sheila
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)
EVP & Chief People Officer
(Last)          (First)          (Middle)

TWO FOLSOM ST
3. Date of Earliest Transaction (MM/DD/YYYY)

3/23/2022
(Street)

SAN FRANCISCO, CA 94105-1205
(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)
Code V Amount (A) or (D) Price
Common Stock 3/23/2022  M  7146 A$0.0 16028.1569 D  
Common Stock 3/23/2022  F  2303 D$14.07 13725.1569 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit $0.0 (1)3/23/2022  M     7146   (2) (2)Common Stock 7146 $0.0 51757 D  

Explanation of Responses:
(1) Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(2) On March 23, 2020, the reporting person was granted 31,847 restricted stock units, vesting 7,961 shares on the first anniversary of the grant date and 7,962 shares on the second, third and fourth anniversary of the grant date. Vesting (but not distribution) is accelerated on retirement eligibility, subject to the restricted stock units being held for one year following the grant date. 816 shares were previously withheld for mandatory tax withholding on these restricted stock units due to retirement eligibility (Form 4 filed 03/25/2021).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Peters Sheila
TWO FOLSOM ST
SAN FRANCISCO, CA 94105-1205


EVP & Chief People Officer

Signatures
By: JoAnne Zinman, Power of Attorney For: Sheila Peters3/25/2022
**Signature of Reporting PersonDate


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).
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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