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 * Peters Sheila	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 & Chief People Officer
(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		S(1)		2977.4195	D	$32.5	979.3346	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		23756		(2)	3/15/2031	Common Stock	23756	$0.0	23756	D
Restricted Stock Unit	$0.0 (3)	3/15/2021		A		8068		(4)	(4)	Common Stock	8068	$0.0	63097	D
Restricted Stock Unit	$0.0 (3)	3/15/2021		A		960		(5)	(5)	Common Stock	960	$0.0	64057	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 27, 2020.
(2)	On March 15, 2021, the reporting person was granted an option to purchase a total of 23,756 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(3)	Each restricted stock unit represents a contingent right to receive one share of Gap Inc. Common Stock.
(4)	On March 15, 2021, the reporting person was granted 8,068 restricted stock units, vesting in four equal annual installments beginning on the first anniversary of the grant date.
(5)	On March 15, 2021, the reporting person was granted 960 restricted stock units, vesting 480 shares on the second anniversary of the grant date and 480 shares on the third anniversary of the grant date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Peters Sheila TWO FOLSOM ST SAN FRANCISCO, CA 94105-1205			EVP & Chief People Officer

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