SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
FISHER ROBERT J
(Last) (First) (Middle)
1300 EVANS AVENUE, NO. 880154
(Street)
SAN FRANCISCO CA 94188
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GAP INC [ GAP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2024
4. 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 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 12/03/2024 S 250,000 D $25.7849(1) 3,579,502 I By Trust
Common Stock 12/04/2024 S 250,000 D $25.8229(2) 3,329,502 I By Trust
Common Stock 7,971,855 D
Common Stock 27,000,000 I By FCH TBME LLC(3)
Common Stock 131,382 I By Spouse
Common Stock 15,000 I By Limited Partnerships
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 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: 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
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $25.67 to $26.03. The price reported above reflects the weighted average sales price. 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 transaction was effected.
2. This transaction was executed in multiple trades at prices ranging from $25.50 to $26.015. The price reported above reflects the weighted average sales price. 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 transaction was effected.
3. The reporting person is the sole manager and a member of FCH TBME LLC, a Delaware limited liability company that owns the reported securities. As manager of FCH TBME LLC, the reporting person may be deemed to have an indirect beneficial ownership of the 27,000,000 shares of Gap Common Stock of which FCH TBME LLC has beneficial ownership. The reporting person disclaims beneficial ownership of all shares of Gap Common Stock held by FCH TBME LLC except to the extent of his pecuniary interest therein.
/s/ Louisa Ritter, Attorney-in-Fact 12/05/2024
** 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 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).
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.

 


Power of Attorney

The undersigned hereby constitutes and appoints Louisa Ritter the lawful attorney-in-fact and agent with full power and authority to execute, acknowledge, deliver and/or file on the undersigned's behalf and in the undersigned’s name, place and stead, as an individual or as a director, officer, manager, partner, or trustee on behalf of an entity for which the undersigned holds such position, in respect of any securities held by the undersigned or any such entity (directly, indirectly or beneficially), any and all instruments including Form 144, Forms 3, 4 and 5, and Schedules 13D and 13G (collectively, the “Filings”), and any amendments, supplements or successor forms thereto pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any rules or regulations or requirements of the Securities and Exchange Commission in connection with the undersigned's reporting obligations pursuant to Rule 144 of the Securities Act, Section 13(d) of the Exchange Act and Section 16(b) of the Exchange Act.  

The authority of Louisa Ritter shall continue in full force and effect until the undersigned is no longer required to make any of the Filings, unless earlier revoked by the undersigned in writing.  The undersigned hereby ratifies, confirms and approves in all respects all Filings (including amendments thereto) and actions taken by the attorney-in-fact relating to such Filings.

The undersigned acknowledges that the attorney-in-fact is not assuming any of the undersigned's responsibilities to comply with Rule 144 of the Securities Act and Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated.

NAME

DATE

 

 

 

 

/s/ Robert J. Fisher

Robert J. Fisher

August 31, 2024

 

 

 

 

 

 





 


Power of Attorney

The undersigned hereby constitutes and appoints Louisa Ritter the lawful attorney-in-fact and agent with full power and authority to execute, acknowledge, deliver and/or file on the undersigned's behalf and in the undersigned’s name, place and stead, as an individual or as a director, officer, manager, partner, or trustee on behalf of an entity for which the undersigned holds such position, in respect of any securities held by the undersigned or any such entity (directly, indirectly or beneficially), any and all instruments including Form 144, Forms 3, 4 and 5, and Schedules 13D and 13G (collectively, the “Filings”), and any amendments, supplements or successor forms thereto pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any rules or regulations or requirements of the Securities and Exchange Commission in connection with the undersigned's reporting obligations pursuant to Rule 144 of the Securities Act, Section 13(d) of the Exchange Act and Section 16(b) of the Exchange Act.  

The authority of Louisa Ritter shall continue in full force and effect until the undersigned is no longer required to make any of the Filings, unless earlier revoked by the undersigned in writing.  The undersigned hereby ratifies, confirms and approves in all respects all Filings (including amendments thereto) and actions taken by the attorney-in-fact relating to such Filings.

The undersigned acknowledges that the attorney-in-fact is not assuming any of the undersigned's responsibilities to comply with Rule 144 of the Securities Act and Section 13 or Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date indicated.

NAME

DATE

 

 

 

 

/s/ Robert J. Fisher

Robert J. Fisher

August 31, 2024

 

 

 

 

 

 





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