Edgar Filing: GAP INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 ^*

Â Bazzano Dara

2. Date of Event Requiring Statement (Month/Day/Year)
05/17/2017

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)
VP & Chief Accting Ofcr

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN FRANCISCO,Â CAÂ 94105-1205

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 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	2,866	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	Â ⁽¹⁾	03/13/2027	Common Stock	6,000	$ 23.54	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽²⁾	03/14/2026	Common Stock	4,800	$ 30.18	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽³⁾	03/16/2025	Common Stock	3,100	$ 41.27	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁴⁾	03/17/2024	Common Stock	3,100	$ 42.2	D	Â
Non-Qualified Stock Option (right to buy)	Â ⁽⁵⁾	08/20/2023	Common Stock	3,200	$ 43.31	D	Â
Restricted Stock Unit ⁽⁶⁾	Â ⁽⁷⁾	Â ⁽⁸⁾	Common Stock	20,975	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bazzano Dara TWO FOLSOM ST SAN FRANCISCO,Â CAÂ 94105-1205	Â	Â	Â VP & Chief Accting Ofcr	Â

Signatures

By: Marie Ma, Power of Attorney For: Dara Bazzano		05/24/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On March 13, 2017, the reporting person was granted an option to purchase a total of 6,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(2)	On March 14, 2016, the reporting person was granted an option to purchase a total of 4,800 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(3)	On March 16, 2015, the reporting person was granted an option to purchase a total of 3,100 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(4)	On March 17, 2014, the reporting person was granted an option to purchase a total of 3,100 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(5)	On August 20, 2013, the reporting person was granted an option to purchase a total of 3,200 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(6)	Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(7)	Represents eight grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 800 shares vest on August 20, 2017; 1,750 shares vest on November 12, 2017; 1,500 shares vest on March 13, 2018; 2,950 shares vest on March 14, 2018; 2,025 shares vest on March 16, 2018; 775 shares vest on March 17, 2018; 1,750 shares vest on November 12, 2018; 1,500 shares vest on March 13, 2019; 2,950 shares vest on March 14, 2019; 775 shares vest on March 16, 2019; 1,500 shares vest on March 13, 2020, 1,200 shares vest on March 14, 2020 and 1,500 shares vest on March 13, 2021.
(8)	Not applicable.

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