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Filing Details

Accession Number:: 0001179110-15-012804
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-09-01 16:20:34
Reporting Period:: 2015-08-28

Filing Date:: 2015-09-01
Accepted Time:: 2015-09-01 16:20:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
39911	Gap Inc	GPS	Retail-Family Clothing Stores (5651)	941697231

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1079847	J John Fisher	One Maritime Plaza, Suite 1400 San Francisco CA 94111		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-08-28	5,029,850	$33.00	17,726,544	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	27,000,000	Indirect	By Fisher Core Holdings L.P.
Common Stock	42,268	Indirect	By Spouse
Common Stock	3,581,500	Indirect	By Trust
Common Stock	1,600,000	Indirect	By Trust
Common Stock	442,014	Indirect	By Trust
Common Stock	20,000	Indirect	By Limited Partnerships

Footnotes

On August 28, 2015 (the "Transfer Date"), the reporting person acquired shares of The Gap, Inc. common stock ("Gap Common Stock"), and cash in lieu of fractional shares, from certain trusts in exchange for assets (the "Transferred Assets") having an estimated fair market value of $166 million. An additional payment may be made in cash or a promissory note (a) by the trusts to the reporting person equal to the amount (if any) that the appraised fair market value of the Transferred Assets as of the Transfer Date exceeds their estimated fair market value, plus interest, or (b) by the reporting person to the trusts equal to the amount (if any) that the appraised fair market value of the Transferred Assets as of the Transfer Date is less than their estimated fair market value, plus interest. The $32.995 price per share was determined based on the estimated fair market value of the Transferred Assets, divided by the mean high/low price as reported by the NYSE.
The reporting person is a general partner of Fisher Core Holdings L.P., a Delaware limited partnership ("Fisher Holdings") that owns the reported securities. As a general partner of Fisher Holdings, the reporting person may be deemed to have indirect beneficial ownership of all 81,000,000 shares of Gap Common Stock of which Fisher Holdings has beneficial ownership. However, the reporting person disclaims beneficial ownership of all shares of Gap Common Stock held by Fisher Holdings except to the extent of his direct and indirect pecuniary interest therein.