* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
|
1 |
Name
of Reporting Person I.R.S. Identification No. of Above Person John J. Fisher |
|
2 |
Check
the Appropriate Box if a Member of a Group* |
|
|
(a) |
¨ |
|
|
(b) |
x |
|
3 |
SEC
Use Only |
|
4 |
Source
of Funds* OO |
|
5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6 |
Citizenship
or Place of Organization United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole
Voting Power 47,492,502 |
8 |
Shared
Voting Power 2,632,087 |
9 |
Sole
Dispositive Power 53,062,911 |
10 |
Shared Dispositive Power
2,632,087 |
|
11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person 59,694,998 |
|
12 |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨ |
|
13 |
Percent
of Class Represented by Amount in Row (11) 16.1% |
|
14 |
Type of Reporting Person*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
|
1 |
Name of Reporting Person
I.R.S. Identification No. of Above Person
FCH TBML LLC |
|
2 |
Check the Appropriate Box if a Member of a Group* |
|
|
(a) |
¨ |
|
|
(b) |
x |
|
3 |
SEC Use Only |
|
4 |
Source of Funds*
OO |
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
6 |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
27,000,000(1) |
8 |
Shared Voting Power
0 |
9 |
Sole Dispositive Power
27,000,000(1) |
10 |
Shared Dispositive Power
0 |
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
27,000,000(1) |
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
|
13 |
Percent of Class Represented by Amount in Row (11)
7.3% |
|
14 |
Type of Reporting Person*
OO |
(1) Beneficial ownership of the shares of Common Stock owned by
FCH TBML LLC is also attributable to John J. Fisher, sole manager of FCH TBML LLC, and thus is reported by more than one Reporting Person
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the “Act”).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item
1. Security and Issuer
This statement on Schedule 13D (this “Statement”)
relates to Common Stock, par value $0.05 per share (the “Common Stock”), of The Gap, Inc., a Delaware corporation (the
“Issuer”). The address of the principal executive office of the Issuer is: Two Folsom Street, San Francisco, CA 94105.
This Statement amends the prior statement on Schedule
13D filed by John J. Fisher and FCH TBML LLC with the Securities and Exchange Commission on January 3, 2017, and amended on May 19,
2017, November 2, 2018 and April 10, 2020 (as amended, the “Schedule 13D”).
Item
2. Identity and Background
a) This Statement is filed jointly by John J. Fisher
and FCH TBML LLC. John J. Fisher has voting and dispositive control with respect to the Common Stock owned by FCH TBML LLC of which he
serves as the sole manager with sole dispositive power and with sole voting power. The foregoing persons are referred to collectively
as the “Reporting Persons”.
Neither the filing of this Statement nor anything
contained herein shall be construed as an admission that John J. Fisher or FCH TBML LLC constitute a “person” for any purpose
other than Section 13(d) of the Securities Exchange Act of 1934, or that John J. Fisher and FCH TBML LLC or any other person
constitute a “group” for any purpose.
b) The address of the principal business office
for each of the Reporting Persons is c/o Pisces, Inc., 1300 Evans Avenue, No. 880154, San Francisco, California 94188.
c) (1) John J. Fisher is executive vice chairman
of Pisces, Inc., which is a family management company, and a member of the Board of Directors of the Issuer, which is a collection
of purpose-led, lifestyle brands offering apparel, accessories, and personal care products for women, men, and children under the Old
Navy, Gap, Banana Republic, and Athleta brands. John J. Fisher is not standing for reelection at the Issuer’s 2022 annual meeting
of stockholders and will cease to serve as a member of the Board of Directors of the Issuer effective May 10, 2022. The business
address of Pisces, Inc. is 1300 Evans Avenue, No. 880154, San Francisco, California 94188. The business address of the Issuer
is Two Folsom Street, San Francisco, CA 94105.
(2) FCH TBML LLC is a Delaware limited liability
company private investment entity of which John J. Fisher is sole manager and a member.
d) & e) During the last five years, the
Reporting Persons (i) have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and
(ii) have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with respect to such laws.
f) John J. Fisher is a citizen of the United States.
FCH TBML LLC is a Delaware limited liability company.
Item
3. Source and Amount of Funds or Other Consideration
The Reporting Persons are deemed to beneficially
own certain shares of Common Stock of the Issuer as reflected in this Statement. No consideration was used to acquire beneficial ownership
of the shares of Common Stock of the Issuer by FCH TBML LLC or John J. Fisher.
Item
4. Purpose of Transaction
This Statement is filed on behalf of the Reporting
Persons to update the beneficial ownership information from that reported in the Schedule 13D and to update John J. Fisher’s relationship
to the Issuer.
The Reporting Persons review their respective investments
in the Issuer on a continuing basis and may, at any time, consistent with the obligations of the Reporting Persons under the federal securities
laws, determine to increase or decrease their respective ownership of shares of the Issuer’s Common Stock through purchases or sales
of such Common Stock of the Issuer in the open market, in privately negotiated transactions or by gift or other transfers as circumstances
dictate. From time to time, John J. Fisher has transferred shares to various entities controlled by him, disposed of certain shares to
third parties by gift and sold shares of Issuer Common Stock in the open market and in privately negotiated transactions, and the Reporting
Persons may do so in the future. The review of their investments in the Issuer by the Reporting Persons will depend on various factors,
including the Issuer’s business prospects, other developments concerning the Issuer, alternative investment opportunities, general
economic conditions, money and stock market conditions, and any other facts and circumstances which may become known to the Reporting
Persons regarding their respective investments in the Issuer. At the time of filing this Statement, the Reporting Persons have no plans
to sell or to purchase additional shares of Common Stock of the Issuer in the open market or in privately negotiated transactions but
may engage in such transactions in the future.
At the time of the filing of this Statement, except
as disclosed in this Statement, the Reporting Persons have no present plans or proposals in their capacity as stockholders which relate
to or would result in (i) the acquisition by any person of additional securities of the Issuer, or the disposition of securities
of the Issuer, (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer
or any of its subsidiaries, (iii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iv) any
change in the Board of Directors or management of the Issuer or any of its subsidiaries, (v) any material change in the present capitalization
or dividend policy of the Issuer, (vi) any other material change in the Issuer’s business or corporate structure; (vii) changes
in the Issuer’s charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person, (viii) causing
a class of securities of the Issuer to be delisted from a national securities exchange or cease to be quoted in an inter-dealer quotation
system of a registered national securities association, (ix) a class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act or (x) any action similar to any of those described above. However,
because John J. Fisher is a member of the Board of Directors of the Issuer, the Reporting Persons may, from time to time, be involved
in discussions which relate to one or more of the matters described in this Item 4. Each of the Reporting Persons disclaims any obligation
to report on any plans or proposals with respect to the matters described in this Item 4 that develop or occur as a result of any Reporting
Person’s role as a director of the Issuer and participation in decisions regarding the Issuer’s actions.
Item
5. Interest in Securities of the Issuer
a), b) As of the date of this Statement, the Reporting
Persons beneficially own, have the sole or shared power to vote, and have the sole or shared dispositive power over, respectively, the
number of shares of Common Stock listed below, representing approximately the percentage of shares of Common Stock of the Issuer outstanding
as of March 14, 2022 identified below. As reported by the Issuer, there were approximately 369,785,233 shares of Common Stock outstanding
as of March 14, 2022.
| |
Total Shares | | |
Percentage of Total Outstanding | | |
Sole Voting Power | | |
Sole Dispositive Power | | |
Shared Voting Power | | |
Shared Dispositive Power | |
John J. Fisher(1) | |
59,694,998 | | |
16.1 | % | |
47,492,502 | | |
53,062,911 | | |
2,632,087 | | |
2,632,087 | |
FCH TBML LLC(2) | |
27,000,000 | | |
7.3 | % | |
27,000,000 | | |
27,000,000 | | |
0 | | |
0 | |
(1) John J. Fisher’s beneficial
ownership includes (a) 24,083 shares to be issued upon settlement of stock units (and related dividend equivalent rights) which are
subject to a three-year deferral period but would be issued immediately upon his resignation or retirement over which he has sole dispositive
and voting power, (b) 4,267,049 shares beneficially owned as trustee of a trust for his benefit with sole dispositive and voting
power, (c) 1,581,500 shares beneficially owned as trustee of a trust for his benefit with sole dispositive and voting power, (d) 6,292,781
shares beneficially owned as a co-trustee of trusts for other beneficiaries of which he shares dispositive and voting power (including
shares held by the trusts through a limited liability company), (e) 51,777 shares beneficially owned as trustee of trusts for other
beneficiaries with sole dispositive and voting power, (f) 20,000 shares beneficially owned through Delaware limited partnerships
over which John J. Fisher has sole dispositive and voting power, (g) 8,483,191 shares beneficially owned as trustee of a trust for
his benefit with sole dispositive and voting power, (h) 6,408 shares owned as community property with his spouse with shared dispositive
and voting power, (i) 5,970,409 shares beneficially owned as trustee of trusts for his benefit over which John J. Fisher has sole
dispositive power and an individual proxyholder has proxies granting sole voting power, (j) 4,000,000 shares for which John J. Fisher
has proxies granting him sole voting power, (k) 1,656,943 shares beneficially owned as trustee of a trust with sole dispositive and
voting power, (l) 340,857 shares beneficially owned as a co-trustee of a trust organized exclusively for charitable purposes over
which he shares dispositive and voting power, and (m) 27,000,000 shares owned by FCH TBML LLC of which John J. Fisher is the sole
manager with sole voting and dispositive power over 27,000,000 shares. In addition to the shares identified in the table above, John J.
Fisher’s spouse separately owns 47,440 shares over which Mr. Fisher has no dispositive or voting control.
(2) FCH TBML LLC holds 27,000,000
shares of the Issuer’s Common Stock, which John J. Fisher, as the sole manager as described in (1) above of this Item 5, is
deemed to beneficially own.
c) Other than the transactions set forth in Exhibit 99.1
hereto, the Reporting Persons have not effected any transactions involving shares of Common Stock of the Issuer during the past 60 days.
d) Other persons have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of, certain shares of the Issuer’s Common Stock that
are beneficially owned by the Reporting Persons. Specifically, but without limitation, members have no voting or dispositive power over
the shares of Common Stock of the Issuer held by FCH TBML LLC but have the right to receive distributions as determined solely by John
J. Fisher in respect of their member interests in FCH TBML LLC. As reflected in Item 5 above, John J. Fisher also beneficially owns shares
held by partnerships or trusts established for the benefit of others.
e) Not Applicable
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
As a non-employee director of the Issuer, John
J. Fisher is entitled to certain equity compensation arrangements generally applicable to the Issuer’s non-employee directors as
disclosed in the Issuer’s Proxy Statements on Schedule 14A filed with the SEC.
John J. Fisher holds stock units and related dividend
equivalent rights for 24,083 shares of Common Stock awarded for service as a director of the Issuer, subject to stock unit agreements,
the forms of which have been filed with the SEC by the Issuer.
Pursuant to other irrevocable proxies, Mr. John
J. Fisher has sole voting rights pertaining to 4,000,000 shares of Common Stock held by Ms. Doris F. Fisher through a trust. Each
irrevocable proxy terminates upon the date the applicable trust no longer owns equity securities of the Issuer. The foregoing description
is only a summary, and is qualified in its entirety by reference to the complete text of the irrevocable proxy, the form of which is attached
as Exhibit 7 to the Schedule 13D/A filed on June 10, 2016 by Fisher Core Holdings L.P., John J. Fisher and other reporting persons.
Item
7. Material to be Filed as Exhibits
Exhibit 1 — Joint Filing Agreement by and between John J. Fisher and FCH TBML LLC dated January 3, 2017 (incorporated by reference to Exhibit 1 to the Reporting Persons’ Schedule 13D filed on January 3, 2017). |
|
Exhibit 2
— Power of Attorney, dated December 15, 1998 (incorporated by reference to Exhibit A to John J. Fisher’s
Schedule 13G filed on February 12, 2002 with SEC Accession Number 0000912057-02-005134). |
|
Power of Attorney, dated
December 16, 2016 (incorporated by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D filed on January 3,
2017). |
|
Exhibit 3
— Form of Irrevocable Proxy granted by FCH TBML LLC (incorporated by reference to Exhibit 3 to the Reporting
Persons’ Schedule 13D filed on January 3, 2017). |
Exhibit 99.1 — Transactions involving shares of Common Stock of the Issuer during the past 60 days
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: |
April 8, 2022 |
By: |
/s/ Jane Spray* |
|
|
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John J. Fisher |
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Dated: |
April 8, 2022 |
FCH TBML LLC |
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By: |
/s/ Jane Spray* |
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For: FCH TBML LLC |
* This Schedule 13D/A was executed by Jane Spray as Attorney-in-Fact
for (i) John J. Fisher pursuant to the Power of Attorney granted thereby as previously filed with John J. Fisher’s Schedule
13G filed with the SEC on February 12, 2002 and (ii) John J. Fisher and FCH TBML LLC pursuant to the Power of Attorney granted
thereby as previously filed with the Reporting Persons’ Schedule 13D filed with the SEC on January 3, 2017.