SEC Form SC 13D/A filed by Gap Inc. (Amendment)

$GPS
Clothing/Shoe/Accessory Stores
Consumer Discretionary
Get the next $GPS alert in real time by email
SC 13D/A 1 tm2326473d3_sc13da.htm SC 13D/A

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE
COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)

 

The Gap, Inc.

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

364760-10-8

 

(CUSIP Number)

 

Jane A. Spray

Pisces, Inc.

1300 Evans Avenue, No. 880154

San Francisco, California 94188

(415) 288-0540

with copies to:

Douglas D. Smith, Esq.

Gibson, Dunn & Crutcher LLP

555 Mission Street

San Francisco, California 94105

(415) 393-8200

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 5, 2023

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

 

 

 

 

 

CUSIP No. 364760-10-8

 

1

Name of Reporting Person I.R.S. Identification No. of Above Person

Robert J. Fisher

   
2 Check the Appropriate Box if a Member of a Group*
  (a) ¨
  (b)
   
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
United States
   

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
7 Sole Voting Power
44,507,720
 
8 Shared Voting Power
12,121,233
 
9 Sole Dispositive Power
44,507,720
 
10 Shared Dispositive Power
12,121,233

 

11 Aggregate Amount Beneficially Owned by Each Reporting Person
56,628,953
   
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* ¨
   
13 Percent of Class Represented by Amount in Row (11)
15.3%
   
14 Type of Reporting Person*
IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

CUSIP No. 364760-10-8

 

1

Name of Reporting Person I.R.S. Identification No. of Above Person

FCH TBME LLC

 
2 Check the Appropriate Box if a Member of a Group*
  (a) ¨
  (b)
 
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 TBME LLC is also attributable to Robert J. Fisher, sole manager of FCH TBME 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 Robert J. Fisher and FCH TBME LLC with the Securities and Exchange Commission on January 3, 2017, and amended on April 9, 2021, April 8, 2022 and September 2, 2022 (as amended, the “Schedule 13D”).

 

Item 2. Identity and Background

 

a) This Statement is filed jointly by Robert J. Fisher and FCH TBME LLC. Robert J. Fisher has voting and dispositive control with respect to the Common Stock owned by FCH TBME 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 Robert J. Fisher or FCH TBME LLC constitute a “person” for any purpose other than Section 13(d) of the Securities Exchange Act of 1934, or that Robert J. Fisher and FCH TBME 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) Robert J. Fisher is a managing director of Pisces, Inc., which is a family management company, 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 Pisces, Inc. is 1300 Evans Avenue, No. 880154, San Francisco, California 94188. The business address of the Issuer is Two Folsom Street, San Francisco, California 94105.

 

(2) FCH TBME LLC is a Delaware limited liability company private investment entity of which Robert J. 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) Robert J. Fisher is a citizen of the United States. FCH TBME 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 TBME LLC or Robert J. Fisher, other than exercise prices paid upon exercises of Issuer stock options for certain shares of Common Stock previously acquired by Robert J. 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, Robert J. 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 Robert J. 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 August 18, 2023 identified below. As reported by the Issuer, there were approximately 369,880,645 shares of Common Stock outstanding as of August 18, 2023.

 

   Total
Shares
   Percentage
of Total
Outstanding
   Sole
Voting
Power
   Sole
Dispositive
Power
   Shared
Voting
Power
   Shared
Dispositive
Power
 
Robert J. Fisher(1)   56,628,953    15.3%   44,507,720    44,507,720    12,121,233    12,121,233 
FCH TBME LLC(2)   27,000,000    7.3%   27,000,000    27,000,000    0    0 

 

(1) Robert J. Fisher’s beneficial ownership includes (a) 46,777 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) 17,445,943 shares beneficially owned as trustee of trusts with sole dispositive and voting power, (c) 1,770,992 shares owned as community property with his spouse with shared dispositive and voting power, (d) 10,350,241 shares beneficially owned as a co-trustee of trusts of which he shares dispositive and voting power (including shares held by the trusts through a limited liability company), (e) 15,000 shares beneficially owned through Delaware limited partnerships over which Robert J. Fisher has sole dispositive and voting power, and (f) 27,000,000 shares owned by FCH TBME LLC of which Robert J. 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, Robert J. Fisher’s spouse separately owns 130,588 shares over which Mr. Fisher has no dispositive or voting control.

 

(2) FCH TBME LLC holds 27,000,000 shares of the Issuer’s Common Stock, which Robert J. Fisher, as the sole manager as described in (1) above of this Item 5, is deemed to beneficially own.

 

 

 

 

c) 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 TBME LLC but have the right to receive distributions as determined solely by Robert J. Fisher in respect of their member interests in FCH TBME LLC. As reflected in Item 5 above, Robert J. 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, Robert J. 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.

 

Robert J. Fisher holds stock units and related dividend equivalent rights for 46,777 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.

 

Item 7. Material to be Filed as Exhibits

 

  Exhibit 1 — Joint Filing Agreement by and between Robert J. Fisher and FCH TBME 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 A to Robert J. Fisher’s Schedule 13G filed on February 12, 2002 with SEC Accession Number 0000912057-02-005135).
    Power of Attorney, dated December 16, 2016 (incorporated by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D filed on January 3, 2017).
  Exhibit 3 — Omitted as no longer in effect.

 

 

 

 

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: September 20, 2023 By: /s/ Jane Spray*
      Robert J. Fisher
       
Dated: September 20, 2023 FCH TBME LLC
    By: /s/ Jane Spray*
      For: FCH TBME LLC

 

* This Schedule 13D was executed by Jane Spray as Attorney-in-Fact for (i) Robert J. Fisher pursuant to the Power of Attorney granted thereby as previously filed with the Reporting Persons’ Schedule 13G filed with the SEC on February 12, 2002 and (ii) Robert J. Fisher and FCH TBME LLC pursuant to the Power of Attorney granted thereby as previously filed.

 

 

 

Get the next $GPS alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$GPS

DatePrice TargetRatingAnalyst
7/31/2024$18.50 → $25.00Underperform → Neutral
BofA Securities
7/18/2024$27.00 → $29.00Equal-Weight → Overweight
Morgan Stanley
6/25/2024$28.00 → $30.00Hold → Buy
TD Cowen
5/31/2024$22.00 → $29.00Market Perform
Telsey Advisory Group
5/7/2024$21.00 → $28.00Neutral → Buy
Citigroup
3/8/2024$17.00 → $22.00Market Perform
Telsey Advisory Group
2/26/2024$16.00 → $20.00Underweight → Neutral
JP Morgan
11/17/2023$11.00 → $17.00Market Perform
Telsey Advisory Group
More analyst ratings

$GPS
Press Releases

Fastest customizable press release news feed in the world

See more
  • Gap Inc. Reports Second Quarter Fiscal 2024 Results, Provides Updated Full Year Outlook

    Net sales increased 5% versus last year with market share gains for the 6th consecutive quarter Comparable sales were up 3% driven by strength at Old Navy and Gap Operating margin of 7.9% improved 490 basis points versus last year Increases outlook for fiscal 2024 gross margin and operating income growth  SAN FRANCISCO, Aug. 29, 2024 /PRNewswire/ -- Gap Inc. (NYSE:GAP), the largest specialty apparel company in the U.S. and a house of iconic brands including Old Navy, Gap, Banana Republic, and Athleta, today reported financial results for its second quarter ended August 3, 2024. "Gap Inc. delivered another successful quarter, exceeding financial expectations and gaining market share for the 6

    $GAP
    $GPS
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary
  • Gap Launches Fall 'Get Loose' Campaign Starring GRAMMY®-Nominated Global Pop Star Troye Sivan

    The American Pop Culture Brand Celebrates Loose Denim as Both a Fit and Mindset through Dance NEW YORK, Aug. 21, 2024 /PRNewswire/ -- Gap debuts its Fall 2024 campaign, featuring dancers and artists showcasing the brand's fall denim collection as a canvas for creativity. The campaign champions originality through fashion, music, and dance. The campaign, titled "Get loose," stars GRAMMY®-nominated global pop star Troye Sivan and the dance group CDK Company, with direction and choreography by Sergio Reis. Set to Thundercat's viral hit "Funny Thing," the film, shot by Dan Martens

    $GPS
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary
  • Gap Inc. Announces Third Quarter Dividend

    SAN FRANCISCO, Aug. 13, 2024 /PRNewswire/ -- Gap Inc. (NYSE:GPS) today announced its board of directors has authorized a third quarter fiscal year 2024 dividend of $0.15 per share, payable on or after October 30, 2024 to shareholders of record at the close of business on October 9, 2024. As a reminder, Gap Inc. previously announced that it will change its ticker symbol from "GPS" to "GAP".  The company's common shares will begin trading on the New York Stock Exchange (NYSE) under the new symbol "GAP" on Thursday, August 22, 2024. About Gap Inc. Gap Inc., a house of iconic brands, is the largest specialty apparel company in America. Its Old Navy, Gap, Banana Republic, and Athleta brands offer

    $GPS
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary

$GPS
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$GPS
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$GPS
SEC Filings

See more

$GPS
Leadership Updates

Live Leadership Updates

See more
  • Zac Posen Named EVP, Creative Director of Gap Inc. and Chief Creative Officer of Old Navy

    SAN FRANCISCO, Feb. 5, 2024 /PRNewswire/ -- Gap Inc. (NYSE:GPS) today announced the appointment of American fashion designer, Zac Posen, to Executive Vice President, Creative Director of Gap Inc. and Chief Creative Officer of Old Navy, based in San Francisco. Posen is an award-winning creator and entrepreneur, celebrated for his technical excellence and body positive designs. Over 25 years, his extensive career has included red-carpet couture, ready to wear, accessories, costume design and more. "I'm thrilled to welcome Zac Posen, one of America's most celebrated designers, at the onset of an exciting new chapter for Gap Inc. His technical expertise and cultural clarity have consistently evo

    $GPS
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary
  • Gap Inc. Names Eric Chan as Chief Business and Strategy Officer and Amy Thompson as Chief People Officer

    SAN FRANCISCO, Jan. 12, 2024 /PRNewswire/ -- Gap Inc. (NYSE:GPS) today announced the appointment of Eric Chan as Chief Business and Strategy Officer, effective this week, and Amy Thompson as Chief People Officer, effective January 22. Both leaders will join Gap Inc.'s executive leadership team and report to Gap Inc. President and Chief Executive Officer, Richard Dickson. GPS) today announced the appointment of Eric Chan as Chief Business and Strategy Officer, effective this week, and Amy Thompson as Chief People Officer, effective January 22. Both leaders will join Gap Inc.'s executive leadership team and report to Gap Inc. President and Chief Executive Officer, Richard Dickson." alt="Gap In

    $GPS
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary
  • Chris O'Neill Joins GrowthLoop's Board of Directors

    O'Neill Will Lend Experience in Scaling Cloud Software to Industry Leading Composable CDP NEW YORK, Dec. 7, 2023 /PRNewswire/ -- Today, GrowthLoop announces the appointment of Chris O'Neill to their Board of Directors, further accelerating GrowthLoop's transformative new approach to growth marketing by providing audiences, journeys, and measurement directly on the data cloud. Chris O'Neill is a purpose-driven global technology leader with 25+ years of experience as an executive at Google, Evernote, and Xero, and a Fortune 500 board director at Gap Inc. and Tim Hortons. "I am t

    $GPS
    $QSR
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary
    Restaurants

$GPS
Financials

Live finance-specific insights

See more
  • Gap Inc. Reports Second Quarter Fiscal 2024 Results, Provides Updated Full Year Outlook

    Net sales increased 5% versus last year with market share gains for the 6th consecutive quarter Comparable sales were up 3% driven by strength at Old Navy and Gap Operating margin of 7.9% improved 490 basis points versus last year Increases outlook for fiscal 2024 gross margin and operating income growth  SAN FRANCISCO, Aug. 29, 2024 /PRNewswire/ -- Gap Inc. (NYSE:GAP), the largest specialty apparel company in the U.S. and a house of iconic brands including Old Navy, Gap, Banana Republic, and Athleta, today reported financial results for its second quarter ended August 3, 2024. "Gap Inc. delivered another successful quarter, exceeding financial expectations and gaining market share for the 6

    $GAP
    $GPS
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary
  • Gap Inc. Announces Third Quarter Dividend

    SAN FRANCISCO, Aug. 13, 2024 /PRNewswire/ -- Gap Inc. (NYSE:GPS) today announced its board of directors has authorized a third quarter fiscal year 2024 dividend of $0.15 per share, payable on or after October 30, 2024 to shareholders of record at the close of business on October 9, 2024. As a reminder, Gap Inc. previously announced that it will change its ticker symbol from "GPS" to "GAP".  The company's common shares will begin trading on the New York Stock Exchange (NYSE) under the new symbol "GAP" on Thursday, August 22, 2024. About Gap Inc. Gap Inc., a house of iconic brands, is the largest specialty apparel company in America. Its Old Navy, Gap, Banana Republic, and Athleta brands offer

    $GPS
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary
  • Gap Inc. To Change Ticker Symbol to "GAP" on August 22; To Report Second Quarter Fiscal 2024 Results on August 29

    SAN FRANCISCO, Aug. 8, 2024 /PRNewswire/ -- Gap Inc. (NYSE:GPS) a house of iconic American brands including Old Navy, Gap, Banana Republic, and Athleta, announced today that it will be changing its ticker symbol from "GPS" to "GAP". Effective on Thursday, August 22, 2024, the company's common shares will trade on the New York Stock Exchange (NYSE) under the new symbol "GAP". "Updating our NYSE ticker symbol to GAP on our 55th anniversary recognizes both an important milestone and the reinvigoration journey we're on - inspired by our past, engaged in the present, and eager to shape the exciting evolution of our house of iconic American brands," said Gap Inc. President and Chief Executive Offi

    $GPS
    Clothing/Shoe/Accessory Stores
    Consumer Discretionary

$GPS
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more