SEC Form 4 · accession 0000039911-15-000082
GAP INC · GAP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sabrina Simmons
Officer — EVP & CFO
Period of report
Mar 16, 2015
Accepted (ET)
Mar 18, 2015 · 6:02 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 | 29,498 | $0.00 | A | 29,498 | D | |
| Common Stock | Mar 16, 2015 | F | 15,390 | $41.27 | D | 14,108 | D | |
| Common Stock | Mar 16, 2015 | M | 25,000 | $21.79 | A | 39,108 | D | |
| Common StockF4 | Mar 16, 2015 | S | 25,000 | $41.3417 | D | 14,108 | 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)F5 | $21.79 | Mar 16, 2015 | M | 25,000 | D | — | Mar 14, 2021 | Common Stock | 25,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F6 | $41.27 | Mar 16, 2015 | A | 90,000 | A | — | Mar 16, 2025 | Common Stock | 90,000 | 90,000 | D |
| Performance SharesF2,F1 | $0.00 | Mar 16, 2015 | A | 29,498 | A | — | — | Common Stock | 29,498 | 55,362 | D |
Explanation of responses
- F1On March 16, 2015, the Company's Compensation and Management Development Committee certified that the reporting person earned 58,996 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.
- F3The exercise and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 8, 2014.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.02 to $41.47, 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 transaction was effected.
- F5On March 14, 2011, the reporting person was granted an option to purchase a total of 100,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.
- F6On March 16, 2015, the reporting person was granted an option to purchase a total of 90,000 shares, vesting in four equal annual installments beginning on the first anniversary of the grant date.