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Form 4 GAP INC For: Nov 11 Filed by: Gardner Tracy

November 12, 2015 5:32 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Gardner Tracy

(Last) (First) (Middle)
TWO FOLSOM ST

(Street)
SAN FRANCISCO CA 94105-1205

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GAP INC [ GPS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2015
4. 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 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
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 Securities Underlying Derivative Security (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: 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
Stock Units $ 0 (1) 11/11/2015   A   5,257.00     (2)   (3) Common Stock 5,257 $ 0 5,257 D  
Explanation of Responses:
1. Each stock unit represents a contingent right to receive one share of Gap Inc. common stock.
2. Each stock unit is immediately vested. However, delivery of the shares is deferred until three 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.
By: Marie Ma, Power of Attorney For: Tracy Gardner 11/12/2015
** 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 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).
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.
EXHIBIT 24
POWER OF ATTORNEY
    I, Tracy Gardner, hereby constitute and appoint David Jedrzejek, Thomas J. 
Lima, Marie Ma and Lisa Mertens, with the power to sign alone, as my true and 
lawful attorney-in-fact to act for me in my capacity as an officer and/or 
director of THE GAP, INC. (the Company) to:

1.	Sign and file the Uniform Application for Access Codes on Edgar; 

2.	Prepare, sign and file Forms 3, 4 and 5 in furtherance of satisfying my 
obligations under Section 16(a) of the Securities Exchange Act of 1934 
(the 1934 Act) with respect to Company securities;

3.	Prepare, sign and file notices on Form 144 in furtherance of satisfying 
my obligations, if any,  under Rule 144 under the Securities Exchange 
Act of 1933 (the 1933 Act) with respect to Company securities; and 

4.	Execute and deliver any and all documents, take any and all steps and do 
any and all things that my attorney in fact may deem necessary or 
appropriate in furtherance of the purposes stated in (1), (2) and (3) 
above. 
      
       I hereby grant to each attorney-in-fact full power and authority to do 
and perform any act that he or she deems necessary or appropriate in the 
exercise of any of the rights and powers granted by this Power of Attorney, as 
fully to all intents and purposes as I might or could do if personally 
present, with full power of substitution or revocation.  I acknowledge that 
neither my attorneys-in-fact nor the Company is assuming any of my 
responsibilities and obligations to comply with the 1933 Act, the 1934 Act and 
the rules thereunder.

       This Power of Attorney will remain in effect until I am no longer 
required to file Forms 3, 4, 5 or 144 with respect to Company securities, 
except that I reserve the right to revoke this Power of Attorney by written 
notice delivered to my attorneys in fact and the Company.
       
     
Date:  November 4, 2015			/s/ Tracy Gardner		
							Tracy Gardner				
			 



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