SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Gilligan Sarah

(Last)

(First)

(Middle)

TWO FOLSOM ST

(Street)

SAN FRANCISCO

94105-1205

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/09/2023

3. Issuer Name and Ticker or Trading Symbol
GAP INC [ GPS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP Sup Chn, Strat & Transform

5. If Amendment, Date of 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

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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽¹⁾	03/16/2030	Common Stock	48,000	8.34	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	03/14/2032	Common Stock	39,151	13.93	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	03/13/2027	Common Stock	25,000	23.54	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	03/18/2029	Common Stock	35,000	25.56	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	03/14/2026	Common Stock	31,000	30.18	D
Non-Qualified Stock Option (right to buy)	⁽⁶⁾	03/19/2028	Common Stock	35,000	32.23	D
Non-Qualified Stock Option (right to buy)	⁽⁷⁾	03/15/2031	Common Stock	19,231	32.25	D
Non-Qualified Stock Option (right to buy)	⁽⁸⁾	03/18/2023	Common Stock	4,800	36.45	D
Non-Qualified Stock Option (right to buy)	⁽⁹⁾	03/16/2025	Common Stock	3,100	41.27	D
Non-Qualified Stock Option (right to buy)	⁽¹⁰⁾	03/17/2024	Common Stock	3,500	42.2	D
Restricted Stock Unit⁽¹¹⁾	⁽¹²⁾	⁽¹³⁾	Common Stock	71,003	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 39,151 shares exercisable in four equal annual installments beginning on March 14, 2023, 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 25,000 shares exercisable in four equal annual installments beginning on March 13, 2018, 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 35,000 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

5. The option represents a right to purchase a total of 31,000 shares exercisable in four equal annual installments beginning on March 14, 2017, 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 35,000 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.

7. The option represents a right to purchase a total of 19,231 shares exercisable in four equal annual installments beginning on March 15, 2022, which was the first anniversary of the date on which the option was granted

8. The option represents a right to purchase a total of 4,800 shares exercisable in four equal annual installments beginning on March 18, 2014, which was the first anniversary of the date on which the option was granted.

9. The option represents a right to purchase a total of 3,100 shares exercisable in four equal annual installments beginning on March 16, 2016, which was the first anniversary of the date on which the option was granted.

10. The option represents a right to purchase a total of 3,500 shares exercisable in four equal annual installments beginning on March 17, 2015, which was the first anniversary of the date on which the option was granted.

11. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.

12. Represents four grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 3,438 shares vest on March 14, 2023; 9,861 shares vest on March 15, 2023; 17,947 shares vest on September 14, 2023; 3,439 shares vest on March 14, 2024; 9,861 shares vest on March 15, 2024; 17,946 shares vest on September 14, 2024; 3,439 shares vest on March 14, 2025; 1,633 shares vest on March 15, 2025 and 3,439 shares vest on March 14, 2026

13. Not applicable.

	By: JoAnne Zinman, Power of Attorney For: Sarah Gilligan	03/15/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

SEC Form 3 filed by new insider Gilligan Sarah