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 * Green Nancy 2. Date of Event Requiring Statement (MM/DD/YYYY)
10/8/2020 

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)
President and CEO, Old Navy /
(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  88093  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) 3/16/2030  Common Stock  60000  $8.34  D   
Non-Qualified Stock Option (right to buy)   (2) 3/13/2027  Common Stock  37500  $23.54  D   
Non-Qualified Stock Option (right to buy)   (3) 3/18/2029  Common Stock  110000  $25.56  D   
Non-Qualified Stock Option (right to buy)   (4) 3/14/2026  Common Stock  70000  $30.18  D   
Non-Qualified Stock Option (right to buy)   (5) 3/19/2028  Common Stock  110000  $32.23  D   
Non-Qualified Stock Option (right to buy)   (6) 3/18/2023  Common Stock  20000  $36.45  D   
Non-Qualified Stock Option (right to buy)   (7) 3/16/2025  Common Stock  20000  $41.27  D   
Non-Qualified Stock Option (right to buy)   (8) 3/17/2024  Common Stock  10000  $42.2  D   
Restricted Stock Unit (9)  (10)  (11) Common Stock  325722  $0.0  D   

Explanation of Responses:
(1)  The option represents a right to purchase a total of 60,000 shares exercisable in four equal annual installments beginning on March 16, 2021, which is the first anniversary of the date on which the option was granted.
(2)  The option represents a right to purchase a total of 37,500 shares: 12,500 became exercisable on March 13, 2019; 12,500 became exercisable on March 13, 2020; and 12,500 will become exercisable on March 13, 2021.
(3)  The option represents a right to purchase a total of 110,000 shares exercisable in four equal annual installments beginning on March 18, 2020, which was the first anniversary of the date on which the option was granted.
(4)  The option represents a right to purchase a total of 40,000 shares which became fully exercisable as of March 14, 2020.
(5)  The option represents a right to purchase a total of 110,000 shares exercisable in four equal annual installments beginning on March 19, 2019, which was the first anniversary of the date on which the option was granted.
(6)  The option represents a right to purchase a total of 20,000 shares which became fully exercisable as of March 18, 2017.
(7)  The option represents a right to purchase a total of 20,000 shares which became fully exercisable as of March 16, 2019.
(8)  The option represents a right to purchase a total of 10,000 shares which became fully exercisable as of March 17, 2018.
(9)  Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(10)  Represents five grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 36,233 shares vest on March 19, 2021; 2,500 shares vest on August 15, 2021; 26,205 shares vest on March 18, 2021 and 26,206 shares vest on March 18, 2022; 20,000 shares vest on July 15, 2021 and 20,000 shares vest on July 15, 2022; and 97,289 shares vest on March 16, 2022 and 97,289 shares vest on March 16, 2023.
(11)  Not applicable.

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


President and CEO, Old Navy

Signatures
By: Nathan Francis, Power of Attorney For: Nancy Green 10/9/2020
**Signature of Reporting Person Date
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