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Form 3 GAP INC For: Nov 14 Filed by: Laughton Mary Beth

November 23, 2021 6:19 PM
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
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1. Name and Address of Reporting Person *
Laughton Mary Beth
(Last) (First) (Middle)
TWO FOLSOM ST
(Street)
SAN FRANCISCO CA 94105-1205
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/14/2021 		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)
President & CEO, Athleta
 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)
Common Stock 8,426.0796
D
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
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) 08/10/2030 Common Stock 76,000 14.64 D
Non-Qualified Stock Option (right to buy) (3) 10/28/2029 Common Stock 175,000 17.2 D
Non-Qualified Stock Option (right to buy) (4) 03/15/2031 Common Stock 45,250 32.25 D
Restricted Stock Unit (5) (6) (7) Common Stock 199,196 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 76,000 shares exercisable in four equal annual installments beginning on August 10, 2021, 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 175,000 shares exercisable in four equal annual installments beginning on October 28, 2020, 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 45,250 shares exercisable in four equal annual installments beginning on March 15, 2022, which is the first anniversary of the date on which the option was granted.
5. Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
6. Represents five grants of Restricted Stock Units (RSUs). The RSU grants vest as follows: 3,842 shares vest on March 15, 2022; 29,116 shares vest on March 16, 2022; 12,667 shares vest on August 10, 2022; 21,875 shares vest on October 28, 2022; 32,097 shares vest on March 15, 2023; 29,117 shares vest on March 16, 2023; 12,667 shares vest on August 10, 2023; 21,875 shares vest on October 28, 2023; 32,098 shares vest on March 15, 2024; and 3,842 shares vest on March 15, 2025.
7. Not applicable.
By: JoAnne Zinman, Power of Attorney For: Mary Beth Laughton 11/23/2021
** 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, Mary Beth Laughton, hereby constitute and appoint Paul Adams, Todd
Champeau, Marie Ma, De Anna Mekwunye, and JoAnne Zinman 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:  10/29/2021				/s/ Mary Beth Laughton
                                                       Mary Beth Laughton

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