Gap Inc.

11/12/2024 | Press release | Distributed by Public on 11/12/2024 19:59

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Donohue Elisabeth B
2. Issuer Name and Ticker or Trading Symbol
GAP INC [GAP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
TWO FOLSOM STREET 		3. Date of Earliest Transaction (Month/Day/Year)
11/09/2024
(Street)
SAN FRANCISCO, CA 94105-1205 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/09/2024 M 6,666 A $ 0 6,666 D
Common Stock 11/09/2024 M 873 A $ 0 7,539 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(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
Dividend Equivalent Rights(1) $ 0 11/09/2024 A 203.1311 (2) (3) Common Stock 203.1311 $ 0 2,589.4118 D
Dividend Equivalent Rights(1) $ 0 11/09/2024 M 873.5421 (4) (3) Common Stock 873.5421 $ 0 1,715.8697 D
Stock Units(5) $ 0 11/09/2024 M 6,666 (6) (3) Common Stock 6,666 $ 0 39,320 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Donohue Elisabeth B
TWO FOLSOM STREET
SAN FRANCISCO, CA 94105-1205 		X

Signatures

By: De Anna Mekwunye, Power of Attorney For: Elisabeth B Donohue 11/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each dividend equivalent right is the economic equivalent of one share of Gap Inc. common stock.
(2) The dividend equivalent rights accrued on stock units originally granted on November 9, 2021, and are immediately vested. Vested shares are delivered to the reporting person no sooner than 3 years from the date of grant unless further deferred, or immediately upon cessation of service as a member of the Board, if earlier.
(3) Not applicable.
(4) These shares were issued in settlement of dividend equivalent rights accrued on stock units granted on November 9, 2021.
(5) Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.
(6) These shares were issued in settlement of stock units granted on November 9, 2021.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.