Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Gruber Julie
  2. Issuer Name and Ticker or Trading Symbol
GAP INC [GPS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Global General Counsel
(Last)
(First)
(Middle)
TWO FOLSOM ST
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2019
(Street)

SAN FRANCISCO, CA 94105-1205
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock 03/18/2019   M   8,043 A $ 0 (1) 35,165.3082 D  
Common Stock 03/18/2019   F   2,780 D $ 25.56 32,385.3082 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Non-Qualified Stock Option (right to buy) $ 25.56 03/18/2019   A   55,000     (2) 03/18/2029 Common Stock 55,000 $ 0 55,000 D  
Performance Shares $ 0 (1) 03/18/2019   A   8,044     (3)   (3) Common Stock 8,044 $ 0 8,044 D  
Restricted Stock Unit $ 0 (4) 03/18/2019   A   30,000     (5)   (5) Common Stock 30,000 $ 0 30,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gruber Julie
TWO FOLSOM ST
SAN FRANCISCO, CA 94105-1205
      EVP & Global General Counsel  

Signatures

 By: JoAnne Zinman, Power of Attorney For: Julie Gruber   03/20/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each performance share represents a contingent right to receive one share of Gap Inc. Common Stock.
(2) On March 18, 2019, the reporting person was granted an option to purchase a total of 55,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(3) On March 18, 2019 the Company's Compensation and Management Development Committee certified that the reporting person earned 16,087 Performance Shares following completion of a three-year (2016-2018) performance cycle under the Company's Long-Term Growth program, with half of the award vesting on the certification date and the remainder vesting on the anniversary of such date.
(4) Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(5) On March 18, 2019, the reporting person was granted 30,000 restricted stock units, vesting in two equal annual installments beginning on the first anniversary of the grant date.

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