Nancy Green - Mar 16, 2022 Form 4 Insider Report for GAP INC (GPS)

Role: President & CEO, Old Navy
Signature: By: JoAnne Zinman, Power of Attorney For: Nancy Green
Stock symbol: GPS
Transactions as of: Mar 16, 2022
Transactions value $: -$649,605
Form type: 4
Date filed: 3/18/2022, 02:30 PM
Previous filing: Mar 16, 2022
Next filing: Mar 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GPS	Common Stock	Options Exercise	$0	+88.6K	+75.91%	$0.00	205K	Mar 16, 2022	Direct
transaction	GPS	Common Stock	Tax liability	-$650K	-41.9K	-20.38%	$15.52	164K	Mar 16, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GPS	Restricted Stock Unit	Options Exercise	$0	-88.6K	-24.82%	$0.00	268K	Mar 16, 2022	Common Stock	88.6K	$0.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
F2	On March 16, 2020, the reporting person was granted 194,578 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date. Vesting (but not distribution) is accelerated on retirement eligibility. 8,666 shares were previously withheld for mandatory tax withholding on these restricted stock units upon retirement eligibility (Form 4 filed 12/21/2021).

Content

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

On March 16, 2020, the reporting person was granted 194,578 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date. Vesting (but not distribution) is accelerated on retirement eligibility. 8,666 shares were previously withheld for mandatory tax withholding on these restricted stock units upon retirement eligibility (Form 4 filed 12/21/2021).