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 * Laughton Mary Beth 2. Date of Event Requiring Statement (MM/DD/YYYY)
11/14/2021 

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 & CEO, Athleta /
(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  8426.0796  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  48000  $8.34  D   
Non-Qualified Stock Option (right to buy)   (2) 8/10/2030  Common Stock  76000  $14.64  D   
Non-Qualified Stock Option (right to buy)   (3) 10/28/2029  Common Stock  175000  $17.2  D   
Non-Qualified Stock Option (right to buy)   (4) 3/15/2031  Common Stock  45250  $32.25  D   
Restricted Stock Unit (5)  (6)  (7) Common Stock  199196  $0.0  D   

Explanation of Responses:
(1)  The option represents a right to purchase a total of 48,000 shares exercisable in four equal annual installments beginning on March 16, 2021, which was the first anniversary of the date on which the option was granted.
(2)  The option represents a right to purchase a total of 76,000 shares exercisable in four equal annual installments beginning on August 10, 2021, which was the first anniversary of the date on which the option was granted.
(3)  The option represents a right to purchase a total of 175,000 shares exercisable in four equal annual installments beginning on October 28, 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 45,250 shares exercisable in four equal annual installments beginning on March 15, 2022, which is the first anniversary of the date on which the option was granted.
(5)  Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(6)  Represents five grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 3,842 shares vest on March 15, 2022; 29,116 shares vest on March 16, 2022; 12,667 shares vest on August 10, 2022; 21,875 shares vest on October 28, 2022; 32,097 shares vest on March 15, 2023; 29,117 shares vest on March 16, 2023; 12,667 shares vest on August 10, 2023; 21,875 shares vest on October 28, 2023; 32,098 shares vest on March 15, 2024; and 3,842 shares vest on March 15, 2025.
(7)  Not applicable.

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


President & CEO, Athleta

Signatures
By: JoAnne Zinman, Power of Attorney For: Mary Beth Laughton 11/23/2021
**Signature of Reporting Person Date
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