SEC Form 4 · accession 0000039911-15-000075
GAP INC · GAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michelle Banks
Officer — EVP & General Counsel
Period of report
Mar 16, 2015
Accepted (ET)
Mar 17, 2015 · 9:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000039911
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 16, 2015 | A | 18,573 | $0.00 | A | 111,798 | D | |
| Common Stock | Mar 16, 2015 | F | 7,997 | $41.27 | D | 103,801 | D | |
| Common StockF2 | Mar 17, 2015 | M | 15,863 | $0.00 | A | 119,664 | D | |
| Common Stock | Mar 17, 2015 | F | 8,276 | $41.28 | D | 111,388 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F3 | $41.27 | Mar 16, 2015 | A | 30,000 | A | — | Mar 16, 2025 | Common Stock | 30,000 | 30,000 | D |
| Performance SharesF2,F1 | $0.00 | Mar 16, 2015 | A | 18,574 | A | — | — | Common Stock | 18,574 | 34,437 | D |
| Performance SharesF2,F4 | $0.00 | Mar 17, 2015 | M | 15,863 | D | — | — | Common Stock | 15,863 | 18,574 | D |
Explanation of responses
- F1On March 16, 2015, the Company's Compensation and Management Development Committee certified that the reporting person earned 37,147 Performance Shares following completion of a three-year (2012-2014) 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 (subject to the reporting person's continued service with the Company).
- F2Each Performance Share represents a contingent right to receive one share of Gap Inc. Common Stock.
- F3On March 16, 2015, the reporting person was granted an option to purchase a total of 30,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
- F4On March 17, 2014, the Company's Compensation and Management Development Committee certified that the reporting person earned 31,726 Performance Shares following completion of a three-year (2011-2013) 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 (subject to the reporting person's continued service with the Company).