Raggio Stanley P. - 3 filing on 2010-06-07

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Raggio Stanley P.

(Last)

(First)

(Middle)

C/O GAP, INC,

2 FOLSOM STREET

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2010

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)
EVP, Global Supply Chain

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	10,554	D
Common Stock	387	I	Natalie A Raggio 1999 Irrevocable Trust⁽¹⁾
Common Stock	387	I	Olivia N Raggio 1999 Irrecovable Trust⁽¹⁾
Common Stock	387	I	Patrick M Raggio 1999 Irrevocable Trust⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽²⁾	03/20/2016	Common Stock	15,000	18.26	D
Stock Option (Right to Buy)	⁽³⁾	09/25/2016	Common Stock	25,000	18.57	D
Stock Option (Right to Buy)	⁽⁴⁾	03/17/2018	Common Stock	50,000	19.68	D
Stock Option (Right to Buy)	⁽⁵⁾	03/16/2019	Common Stock	40,000	11.77	D
Stock Option (Right to Buy)	⁽⁶⁾	03/15/2020	Common Stock	40,000	23.07	D
Restricted Stock Unit⁽⁷⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	10,000	0	D
Performance Unit⁽⁹⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	6,664	0	D
Restricted Stock Unit⁽⁷⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	40,000	0	D
Performance Unit⁽⁹⁾	⁽¹²⁾	⁽¹²⁾	Common Stock	15,820	0	D
Performance Unit⁽⁹⁾	⁽¹³⁾	⁽¹³⁾	Common Stock	22,757	0	D

Explanation of Responses:

1. The reporting person and his spouse are trustees of this irrevocable trust for the benefit of their child. The reporting person disclaims beneficial ownership of the reported securities.

2. These options are vested and fully exercisable.

3. 18,750 shares are vested and fully exercisable. 6,250 shares vest 9/25/2010.

4. 25,000 shares are vested and fully exercisable. 12,500 shares vest 3/17/2011 and 12,500 shares vest on 3/17/2012.

5. 10,000 shares are vested and fully exercisable. 10,000 shares vest on March 16, 2011, 10,000 shares vest on March 16, 2012 and 10,000 shares vest on March 16, 2013.

6. These options become exercisable in four equal annual installments beginning March 15, 2011.

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

8. These units vest on March 17, 2011. Shares are delivered to the reporting person upon vest.

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

10. These units vest on March 17, 2011. Shares are delivered to the reporting person upon vest.

11. These units vest as follows: 20,000 units vest on March 16, 2011 and 20,000 units vest on March 16, 2012. Shares are delivered to the reporting person upon vest.

12. These units vest as follows: 7,910 units vest on March 16, 2011 and 7,910 units vest on march 16, 2012. Sahres are delivered to the reporting person upon vest.

13. These units vest as follows: 11,378 units vest on March 15, 2012 and 11,379 units vest on March 15, 2013. Shares are delivered to the reporting person upon vest.

	David Jedrzejek, Power of Attorney	06/07/2010
	** 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 5 (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.