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
William S. 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) o |
|
|
6 |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
48,318,499 |
|
8 |
Shared Voting Power
2,025,441 |
|
9 |
Sole Dispositive Power
42,348,090 |
|
10 |
Shared Dispositive Power
2,025,441 |
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
50,343,940 |
|
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨ |
|
|
13 |
Percent of Class Represented by Amount in Row (11)
13.6% |
|
|
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 TBMS 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 TBMS LLC is also attributable to William S. Fisher, sole manager of FCH TBMS 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 William S. Fisher and FCH TBMS LLC with the Securities and Exchange Commission on January 3, 2017, and amended on May 19,
2017, March 22, 2019, June 7, 2019 and April 10, 2020 (as amended, the “Schedule 13D”).
Item 2. Identity and Background
a) This Statement is filed jointly by William
S. Fisher and FCH TBMS LLC. William S. Fisher has voting and dispositive control with respect to the Common Stock owned by FCH TBMS 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 William S. Fisher or FCH TBMS LLC constitute a “person” for any
purpose other than Section 13(d) of the Securities Exchange Act of 1934, or that William S. Fisher and FCH TBMS 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) William S. Fisher is a managing director
of Manzanita Capital Ltd., a private equity investment firm, 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. The business address of Manzanita Capital Ltd. is Victory House, 99-101 Regent Street,
London W1B 4EZ. The business address of the Issuer is Two Folsom Street, San Francisco, CA 94105.
(2) FCH TBMS LLC is a Delaware limited liability
company private investment entity of which William S. 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) William S. Fisher is a citizen of the United
States. FCH TBMS 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 TBMS LLC or William S. Fisher, other than exercise prices paid upon exercises of Issuer
stock options for certain shares of Common Stock previously acquired by William S. 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.
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, William S. 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 William S. 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 | |
William S. Fisher(1) | |
50,343,940 | | |
13.6 | % | |
48,318,499 | | |
42,348,090 | | |
2,025,441 | | |
2,025,441 | |
FCH TBMS LLC(2) | |
27,000,000 | | |
7.3 | % | |
27,000,000 | | |
27,000,000 | | |
0 | | |
0 | |
(1) William S. Fisher’s beneficial
ownership includes (a) 27,305 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) 4,192,050 shares beneficially owned as trustee of a trust for his benefit with sole dispositive
and voting power, (c) 162,269 shares beneficially owned as trustee of trusts for other beneficiaries with sole dispositive and voting
power, (d) 25,441 shares owned as community property with his spouse with shared dispositive and voting power, (e) 15,000 shares
beneficially owned through Delaware limited partnerships over which William S. Fisher has sole dispositive and voting power, (f) 10,951,466
shares beneficially owned as trustee of a trust for his benefit with sole dispositive and voting power, (g) 5,970,409 shares for
which William S. Fisher has proxies granting him sole voting power, (h) 2,000,000 shares beneficially owned as a co-trustee of a
trust organized exclusively for charitable purposes over which he shares dispositive and voting power, and (i) 27,000,000 shares
owned by FCH TBMS LLC of which William S. 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, William S. Fisher’s spouse separately owns 146,649 shares over which Mr. Fisher
has no dispositive or voting control.
(2) FCH TBMS LLC holds 27,000,000
shares of the Issuer’s Common Stock, which William S. 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 TBMS LLC but have the right to receive distributions as determined solely by
William S. Fisher in respect of their member interests in FCH TBMS LLC. As reflected in Item 5 above, William S. 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, William
S. 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.
William S. Fisher holds stock units and related
dividend equivalent rights for 27,305 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. William
S. Fisher has sole voting rights pertaining to 5,970,409 shares of Common Stock held by Mr. John J. Fisher through trusts. 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., Mr. William S. Fisher
and other reporting persons.
Item 7. Material to be Filed as Exhibits
| Exhibit 1 | — |
Joint Filing Agreement by and between William S. Fisher and FCH TBMS 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 3 to William S. Fisher’s Schedule 13D
filed on August 6, 2004 with SEC Accession Number 0001104659-04-022818). |
|
| | Power of Attorney, dated December 15, 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 (incorporated by reference to Exhibit 3 to the Reporting Persons’ Schedule 13D filed
on January 3, 2017). |
| Exhibit 4 | — |
Form of Irrevocable Proxy dated June 2016 granted by trusts (incorporated by reference to Exhibit 7 to the Schedule 13D/A
filed on June 10, 2016 by Fisher Core Holdings L.P., Mr. William S. Fisher and other reporting persons). |
| 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* |
|
|
|
William S.
Fisher |
|
|
|
|
Dated: |
April 8,
2022 |
FCH
TBMS LLC |
|
|
|
|
|
|
By: |
/s/
Jane Spray* |
|
|
|
For: FCH TBMS
LLC |
* This Schedule 13D/A was executed by Jane Spray as Attorney-in-Fact
for (i) William S. Fisher pursuant to the Power of Attorney granted thereby as previously filed with William S. Fisher’s Schedule
13D filed with the SEC on August 6, 2004 and (ii) William S. Fisher and FCH TBMS 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.