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 WILLIAM SYDNEY 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)
Code V Amount (A) or (D) Price
Common Stock  6/30/2020    M    7276 (1) A $0  10988331  D   
Common Stock  6/30/2020    M    1068 (2) A $0  10989399  D   
Common Stock  7/2/2020    J(3)    3600000  A  (4) 27000000  I  By FCH TBMS LLC (5)
Common Stock                 165475  I  By Spouse 
Common Stock                 489269  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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 TBMS 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 TBMS LLC, a Delaware limited liability company that owns the reported securities. As manager of FCH TBMS LLC, the reporting person may be deemed to have indirect beneficial ownership of the 27,000,000 shares of Gap Common Stock of which FCH TBMS LLC has beneficial ownership. The reporting person disclaims beneficial ownership of all shares of Gap Common Stock held by FCH TBMS LLC except to the extent of his pecuniary interest therein.

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


Signatures
Jane Spray, Attorney-in-fact 7/2/2020
**Signature of Reporting Person Date
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