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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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) President & CEO, Gap Brand
(Last)          (First)          (Middle) TWO FOLSOM ST	3. Date of Earliest Transaction (MM/DD/YYYY) 3/15/2021
(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
Common Stock	3/15/2021		M		24021	A	$0.0	69556	D
Common Stock	3/15/2021		F		8305	D	$32.25	61251	D
Common Stock	3/15/2021		S(1)		6948	D	$31.1862 (2)	54303	D
Common Stock	3/16/2021		M		10862	A	$0.0	65165	D
Common Stock	3/16/2021		F		4324	D	$31.16	60841	D

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)	$32.25	3/15/2021		A		62219		(3)	3/15/2031	Common Stock	62219	$0.0	62219	D
Performance Unit	$0.0 (4)	3/15/2021		A		24022		(5)	(5)	Common Stock	24022	$0.0	34884	D
Performance Unit	$0.0 (4)	3/16/2021		M			10862	(6)	(6)	Common Stock	10862	$0.0	24022	D
Restricted Stock Unit	$0.0 (7)	3/15/2021		A		21132		(8)	(8)	Common Stock	21132	$0.0	227759	D

Explanation of Responses:
(1)	The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 30, 2020.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.94 to $31.42, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
(3)	On March 15, 2021, the reporting person was granted an option to purchase a total of 62,219 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(4)	Each performance share represents a contingent right to receive one share of Gap Inc. Common Stock.
(5)	On March 15, 2021, the Company's Compensation and Management Development Committee certified that the reporting person earned 48,043 Performance Shares following completion of a three-year (2018-2020) 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.
(6)	On March 16, 2020 the Company's Compensation and Management Development Committee certified that the reporting person earned 21,724 Performance Shares following completion of a three-year (2017-2019) 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.
(7)	Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(8)	On March 15, 2021, the reporting person was granted 21,132 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Breitbard Mark TWO FOLSOM ST SAN FRANCISCO, CA 94105-1205			President & CEO, Gap Brand

Signatures
By: JoAnne Zinman, Power of Attorney For: Mark Breitbard		3/17/2021
**Signature of Reporting Person		Date