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 *
SIMMONS SABRINA
   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 CFO
(Last)
(First)
(Middle)
TWO FOLSOM ST		 3. Date of Earliest Transaction (Month/Day/Year)
03/17/2014
(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 03/17/2014   M(1)   25,000 A $ 23.07 25,000 D  
Common Stock 03/17/2014   S(1)   25,000 D $ 42.1669 0 D  
Common Stock 03/17/2014   A   25,864 (2) A $ 0 25,864 D  
Common Stock 03/17/2014   F   13,495 D $ 42.2 12,369 D  
Common Stock 03/17/2014   A   17,857 (3) A $ 0 30,226 D  
Common Stock 03/18/2014   F   9,316 D $ 42.14 20,910 D  
Common Stock 03/19/2014   S(1)   8,540 D $ 41.7073 12,370 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) $ 23.07 03/17/2014   M(1)     25,000   (4) 03/15/2020 Common Stock 25,000 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 42.2 03/17/2014   A   90,000     (5) 03/17/2024 Common Stock 90,000 $ 0 90,000 D  
Performance Shares (6) $ 0 03/17/2014   A   25,864 (7)     (8)   (9) Common Stock 25,864 $ 0 43,720 D  
Performance Shares $ 0 03/18/2014   M     17,857   (5)   (9) Common Stock 17,857 $ 0 25,863 D  
Restricted Stock Unit (10) $ 0 03/17/2014   A   25,000     (11)   (9) Common Stock 25,000 $ 0 75,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SIMMONS SABRINA
TWO FOLSOM ST
SAN FRANCISCO, CA 94105-1205		       EVP CFO  

Signatures

 By: Lisa Delgado, Power of Attorney For: Sabrina Simmons   03/19/2014
**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) The exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 25, 2013.
(2) Represents shares issued upon completion of a three-year (2011 - 2013) performance cycle under the Company's Long-Term Growth Program. For additional information on the Company's Long-Term Growth Plan, please see the Company's Proxy Statement for its 2013 Annual Shareholder Meeting, available on gapinc.com.
(3) Represents shares issued upon completion of a three-year (2010 - 2012) performance cycle and a one-year vesting period under the Company's Long-Term Growth Program. For additional information on the Company's Long-Term Growth Plan, please see the Company's Proxy Statement for its 2013 Annual Shareholder Meeting, available on gapinc.com.
(4) This option was fully vested and exercisable.
(5) The options under this grant become exercisable in four equal annual installments beginning one year from date of grant. Date of grant is 10 years prior to expiration date.
(6) Each Performance Share represents a contingent right to receive one share of Gap Inc. Common Stock.
(7) Represents Performance Shares earned following completion of a three-year (2011 - 2013) performance cycle under the Company's Long-Term Growth Plan.
(8) Shares will vest on March 17, 2015.
(9) Not applicable.
(10) Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(11) 12,500 shares vest on March 17, 2016 and 12,500 shares vest on March 17, 2017.

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