Statement of Changes in Beneficial Ownership (4)

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

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Breitbard Mark	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) Pres. & CEO, Banana Republic
(Last)          (First)          (Middle) TWO FOLSOM ST	3. Date of Earliest Transaction (MM/DD/YYYY) 12/20/2019
(Street) SAN FRANCISCO, CA 94105-1205 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)	$19.349	12/20/2019		A		140000		(1)	12/20/2029	Common Stock	140000	$0.0	140000	D
Restricted Stock Unit (2)	$0.0	12/20/2019		A		29000		(3)	(4)	Common Stock	29000	$0.0	104000	D

Explanation of Responses:
(1)	On December 20, 2019, the reporting person was granted an option to purchase a total of 140,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(2)	Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(3)	On December 20, 2019, the reporting person was granted 29,000 restricted stock units, vesting in two equal annual installments beginning on the second anniversary of the grant date.
(4)	Not applicable.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Breitbard Mark TWO FOLSOM ST SAN FRANCISCO, CA 94105-1205			Pres. & CEO, Banana Republic

Signatures
By: JoAnne Zinman, Power of Attorney For: Mark Breitbard		12/23/2019
**Signature of Reporting Person		Date